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Banking & Finance

PPD Merger Background Continued

By Staff Reports, posted Oct 17, 2011

The board asked members of Company management to give their views on the achievability of the management presentation case projections. Members of Company management expressed the view, that although they were continuing to work toward the results set forth in the management presentation case, the management sensitivity case represented a more achievable scenario for the period through 2016, particularly in light of pricing pressure in the industry, the potential for future declines in R&D spending levels and revenue growth assumptions in the management presentation case. The board then discussed the “go shop” provisions in the merger agreement, and the potential interest that financial sponsors and other industry participants might have in making a proposal on terms superior to the terms of the Carlyle and H&F transaction. Representatives of Morgan Stanley described for the board the “go shop” process and discussed potential contacts and a proposed timeline for soliciting additional interest during the “go-shop” period. The board instructed Morgan Stanley to begin the “go-shop” process immediately following public announcement of the definitive merger agreement with Carlyle and H&F.

After additional discussions and deliberations, including discussion of the reasons for the merger described in “The Merger—Reasons for the Merger; Recommendation of the Board of Directors,” the board of directors moved to a vote on the proposed merger. The board of directors unanimously resolved that the merger is in the best interests of the Company and its shareholders and the board approved the merger agreement and the merger and the other transactions contemplated thereby. The board of directors also unanimously recommended that the shareholders approve the merger agreement, resolved that the merger agreement be submitted for consideration by the shareholders at the special meeting of shareholders in accordance with all applicable laws and regulations and authorized management to set the record date for the special meeting to consider and vote on the approval of the merger agreement.

The parties executed the merger agreement on October 2, 2011. On the morning of Monday, October 3, 2011, prior to the opening of the Nasdaq Stock Market, the Company issued a press release announcing that it had entered into the merger agreement.

The merger agreement provides that, until 11:59 p.m., Eastern time, on November 1, 2011, the Company is allowed to initiate, solicit and encourage any alternative acquisition proposals from third parties, provide non-public information and participate in discussions and negotiate with third parties with respect to acquisition proposals.

At the direction of the board of directors, Morgan Stanley is conducting the “go-shop” process on behalf of the Company. In this process, through October 13, 2011, Morgan Stanley has contacted a total of 22 parties, comprised of 9 strategic parties and 13 financial parties, to determine whether they would be interested in exploring a transaction with the Company that would be superior to the merger. The contacted parties include competitors of the Company that expressed interest in participating in the sale process earlier but were not invited to do so at that time, as described in the preceding discussion. Of the parties contacted, through October 13, 2011, one party has entered into a confidentiality agreement with the Company substantially similar to the confidentiality agreements entered into between the Company and Carlyle, and the Company and H&F. As a result, we provided that party with an initial information package containing limited confidential information regarding the Company. As of October 13, 2011, such party has not submitted an acquisition proposal to the Company.

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