SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 20, 2018
SYNEOS HEALTH, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
3201 Beechleaf Court, Suite 600
Raleigh, North Carolina
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code): (919) 876-9300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 7.01|| |
Regulation FD Disclosure.
On August 20, 2018, Syneos Health, Inc. (the Company) issued a press release announcing the Companys acquisition of Kinapse Topco Limited. The full text of the press release was posted on the Companys internet website and is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 7.01, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press Release dated August 20, 2018|
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.
|SYNEOS HEALTH, INC.|
|Date: August 20, 2018||By:|
|Name:||Purvesh D. Patel|
|Title:||Executive Vice President, Interim General Counsel and Corporate Secretary|
For Immediate Release
SYNEOS HEALTH ACQUIRES KINAPSE TO
FURTHER ENHANCE END-TO-END CAPABILITIES
Addition of Market Leading Advisory and Operational Solutions Provider Increases High-Value Offerings and Expands Operational Scale in Key Growth Markets
RALEIGH, N.C. August 20, 2018 Syneos Health, Inc. (Nasdaq:SYNH) (Syneos Health or the Company), a leading biopharmaceutical solutions organization, today announced the acquisition of Kinapse, a market leading advisory and operational solutions provider to the global life sciences industry, from Hg, a specialist investor based in the U.K.
Established in 2005, Kinapse delivers services across the clinical and commercial lifecycle, and will further enhance Syneos Healths ability to provide customers with end-to-end solutions to accelerate time to market. Kinapses capabilities expand Syneos Healths regulatory, safety and pharmacovigilance consulting and operations in the post-market arena outsourcing areas expected to experience double-digit growth. Additionally, the acquisition deepens the scale and scope of Syneos Healths clinical trial transparency, medical writing and quality operations and consulting capabilities in the areas of R&D and clinical operations, medical affairs, market access and quality and compliance.
Kinapse works with small to mid and large biopharmaceutical companies including many of the top 20 global biopharma companies and has more than 600 employees across the United Kingdom, India and the United States. The acquisition increases Syneos Healths Asia Pacific operational and delivery capabilities and doubles the Companys consulting footprint in Europe. Kinapse operations will be integrated into Syneos Healths award-winning consulting business, a business which drives connections between Syneos Healths core clinical and commercial offerings to optimize product launch and commercialization results.
As customers increasingly face risk, competition and rising development costs, the innovative, technology-enabled solutions provided by Kinapse are seeing increasing demand, said Alistair Macdonald, Chief Executive Officer of Syneos Health. Through this combination we continue to inject new and enriched high-value solutions into the industrys only end-to-end offering, unlocking value for all of our biopharmaceutical customers. Additionally, with Kinapses growth, recurring revenue streams and new cross-selling opportunities, were poised to further strengthen our Commercial business by integrating their services into more comprehensive offerings.
Weve been following Syneos Health as the Company has forged a new model for accelerating therapies to market, and we look forward to adding further depth to its end-to-end offering. We see growth opportunities driven by the integration of our solutions and the ability to tap into Syneos Healths broad customer base, said Dawn Marriott-Sims, Executive Chairman of Kinapse. On behalf of the Kinapse management team, I want to extend my thanks to our dedicated employees for their tireless work that has made this combination possible, as well as Hg, whose support as an investor has been transformational over the last several years.
Macdonald added, This combination is an ideal strategic and cultural fit. We welcome the Kinapse team to the Syneos Health family and look forward to bringing more innovative services to our customers.
Syneos Health is funding the transaction through cash on hand. Financial terms of the transaction were not disclosed. The Company expects the transaction to be accretive to its earnings and remains committed to achieving a net leverage ratio of approximately three times by the end of 2019. The Company reaffirms the 2018 guidance range provided on August 2, 2018.
About Syneos Health
Syneos Health (Nasdaq:SYNH) is the only fully integrated biopharmaceutical solutions organization. The Company, including a Contract Research Organization (CRO) and Contract Commercial Organization (CCO), is purpose-built to accelerate customer performance to address modern market realities. Created through the merger of two industry leading companies INC Research and inVentiv Health Syneos Health brings together more than 23,000 clinical and commercial minds with the ability to support customers in more than 110 countries. The Company shares insights, uses the latest technologies and applies advanced business practices to speed customers delivery of important therapies to patients. To learn more about how Syneos Health is shortening the distance from lab to life® visit syneoshealth.com.
Kinapse, a Syneos Health company, is a leading advisory and operational solutions provider to the global life sciences industry. The Company delivers its services across the full clinical and commercialization continuum and across global markets, collaborating with its biopharmaceutical customers to improve patients lives. Through a unique Advise Build Operate Model, Kinapse delivers quantifiable business benefits and operational success. Headquartered in the UK, Kinapse has over 600 staff located in Europe, India and the U.S. Learn more at kinapse.com.
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: risks associated with our acquisition strategy and our potential inability to successfully integrate acquired businesses; the integration of the Companys business with the business of inVentiv Health and its operation of the combined business following the closing of the Merger; the Companys ability to maintain or generate new business awards; the Companys ability to increase its market share, grow its business, and execute its growth strategies; the Companys backlog not being indicative of future revenues and its ability to realize the anticipated future revenue reflected in its backlog; the impact of adoption of the new accounting standard of recognizing revenue from customers; the impact of the Tax Act; the Companys ability to adequately price its contracts and not overrun cost estimates; general and international economic, political, and other risks, including currency and stock market fluctuations and the uncertain economic environment; fluctuations in the Companys financial results; reliance on key personnel; customer or therapeutic area concentration; and the other risk factors set forth in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and other SEC filings, copies of which are available free of charge on the Companys website at investor.syneoshealth.com. Syneos Health assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Investor Relations Contact
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+1 919 745 2745
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+1 781 425 2624