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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 1998
QUINTILES TRANSNATIONAL CORP.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 340-23520 56-1714315
(State or other (Commission File No.) I.R.S. Employer
jurisdiction Identification Number
of incorporation)
4709 CREEKSTONE DRIVE, RIVERBIRCH BUILDING, SUITE 200,
DURHAM, NORTH CAROLINA 27703-8411
(Address of principal executive offices)
(919) 941-2000
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 14, 1998, Quintiles Transnational Corp. (the "Company")
issued a press release announcing the execution of a letter of intent to
negotiate a definitive agreement under which the Company will acquire
substantial assets of Hoechst Marion Roussel's Kansas City -based Drug
Innovation and Approval organization and open a Kansas City contract research
facility. A copy of the press release is attached hereto as Exhibit 99.01 and
incorporated herein by reference.
On December 14, 1998, the Company entered into a Merger Agreement (the
"Merger Agreement") with QTRN Acquisition Corp., a North Carolina corporation
and a wholly-owned subsidiary of the Company ("Sub"), and Pharmaceutical
Marketing Services Inc., a Delaware corporation ("PMSI"), which provides for
PMSI to merge with and into Sub (the "Merger").
The Merger Agreement calls for the individual PMSI shareholders to
exchange their PMSI common stock for Company common stock either by exchanging
all their shares at closing, or electing to exchange half of their shares at
closing and defer receipt of the other half for 75 days. If the shareholder
elects to defer, he or she will also receive a contingent value payment for each
share of Company common stock received on the 75th day after closing (the
"CVPs"). Payment under the CVPs, if any, will equal the difference between the
Company stock price used to determine the final exchange ratio at closing and
the average Company stock price over a defined period ending on the 75th day
after closing. A PMSI shareholder who elects to defer receipt of Company shares
may choose to receive those shares at any time prior to the 75th day after
closing but will forfeit the right to receive CVPs with respect to such shares.
In addition, the right to receive a cash payment, if any, will terminate if at
any time during the 20 trading days preceding the 75th day following the
Effective Time either (i) a shareholder's "short position" in Quintiles Common
Stock (determined in accordance with Rule 14e-4(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), but without taking into account
the right to receive a cash payment) exceeds such shareholder's "long position"
in Quintiles Common Stock (determined in accordance with such rule) or (ii) a
shareholder takes any action to manipulate the price of Quintiles Common Stock
which would violate Section 9 of the Exchange Act. The final exchange ratio for
determining the number of Company shares to be issued to PMSI shareholders will
be determined by dividing $15.40 by the average closing price per share of
Company common stock during a defined trading period prior to closing.
Consummation of the Merger is subject to certain conditions, including
the approval of the Merger by the PMSI shareholders and the receipt of required
regulatory approvals, including the expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Under certain circumstances the Merger Agreement may be terminated if Company
stock is trading outside of the $41.55 to $62.32 range.
In connection with the Merger Agreement, the Company and PMSI also
entered into a Stock Option Agreement, whereby under certain circumstances the
Company may exercise an option to purchase up to 19.9 percent of PMSI's shares
at approximately $12 per share (the "Stock Option Agreement").
The foregoing descriptions of the Merger Agreement, the CVPs and the
Stock Option Agreement, and the transactions contemplated thereby, do not
purport to be complete and are qualified in their entirety by reference to the
Merger Agreement, the terms of the CVPs and the Stock Option Agreement, attached
as exhibits hereto. A press release issued by the Company on December 15, 1998
announcing the execution of the Merger Agreement is also attached hereto as
Exhibit 99.04 and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Number Description of Exhibit
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2.01 Merger Agreement, dated as of December 14, 1998, among
Quintiles Transnational Corp., QTRN Acquisition Corp., and
Pharmaceutical Marketing Services Inc.
99.01 Press Release, dated December 14, 1998 of Quintiles
Transnational Corp.
99.02 Terms of Contingent Value Payment
99.03 Stock Option Agreement, dated December 14, 1998, between
Quintiles Transnational Corp. and Pharmaceutical Marketing
Services Inc.
99.04 Press Release, dated December 15, 1998 of Quintiles
Transnational Corp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUINTILES TRANSNATIONAL CORP.
By: /s/ Rachel R. Selisker
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Dated: December 16, 1998 Rachel R. Selisker
Chief Financial Officer and Executive Vice
President Finance
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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2.01 Merger Agreement, dated as of December 14, 1998, among
Quintiles Transnational Corp., QTRN Acquisition Corp., and
Pharmaceutical Marketing Services Inc.
99.01 Press Release, dated December 14, 1998 of Quintiles
Transnational Corp.
99.02 Terms of Contingent Value Payment
99.03 Stock Option Agreement, dated December 14, 1998, between
Quintiles Transnational Corp. and Pharmaceutical Marketing
Services Inc.
99.04 Press Release, dated December 15, 1998 of Quintiles
Transnational Corp.
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