Agreement and Plan (2017)Full Document 

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AGREEMENT AND PLAN OF MERGER

by and among

PAREXEL INTERNATIONAL CORPORATION,

WEST STREET PARENT, LLC

and

WEST STREET MERGER SUB, INC.

JUNE 19, 2017

The Agreement and Plan of Merger (the "Agreement") contains representations, warranties and covenants that were made only for purposes of the Agreement and as of specific dates; were solely for the benefit of the parties to the Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of West Street Parent, LLC ("Parent") or PAREXEL International Corporation ("PAREXEL"), or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by Parent or PAREXEL.


TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS

2

Section 1.01

Definitions 2

Section 1.02

Other Definitional and Interpretative Provisions 13

ARTICLE 2 THE MERGER

14

Section 2.01

The Closing 14

Section 2.02

The Merger 14

Section 2.03

Conversion of Shares 15

Section 2.04

Surrender and Payment 15

Section 2.05

Dissenting Shares 17

Section 2.06

Company Equity Awards; ESPP 18

Section 2.07

Adjustments 20

Section 2.08

Lost Certificates 20

Section 2.09

Withholding 21

ARTICLE 3 THE SURVIVING CORPORATION

21

Section 3.01

Articles of Organization 21

Section 3.02

Bylaws 21

Section 3.03

Directors and Officers 21

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

21

Section 4.01

Corporate Existence and Power 22

Section 4.02

Corporate Authorization 22

Section 4.03

Governmental Authorization 22

Section 4.04

Non-contravention 23

Section 4.05

Capitalization 23

Section 4.06

Subsidiaries 25

Section 4.07

SEC Filings and the Sarbanes-Oxley Act 26

Section 4.08

Financial Statements; Internal Controls 27

Section 4.09

Absence of Certain Changes 27

Section 4.10

No Undisclosed Material Liabilities 28

Section 4.11

Litigation 28

Section 4.12

Compliance with Applicable Law 28

Section 4.13

Certain Business Practices 29

Section 4.14

Material Contracts 29

Section 4.15

Taxes 31

Section 4.16

Employee Benefit Plans 32

Section 4.17

Labor and Employment Matters 34

Section 4.18

Insurance 35

Section 4.19

Environmental Matters 35

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Section 4.20

Intellectual Property 35

Section 4.21

Properties 38

Section 4.22

Data Privacy 38

Section 4.23

State Takeover Laws 39

Section 4.24

Brokers’ Fees 39

Section 4.25

Opinion of Financial Advisor 39

Section 4.26

Compliance with Health Care Laws 40

Section 4.27

Government Contracts; Trade Compliance 40

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

41

Section 5.01

Corporate Existence and Power 41

Section 5.02

Corporate Authorization 41

Section 5.03

Governmental Authorization 41

Section 5.04

Non-contravention 42

Section 5.05

Capitalization and Operation of Merger Sub 42

Section 5.06

No Vote of Parent Stockholders; Required Approval 42

Section 5.07

Litigation 42

Section 5.08

Available Funds 42

Section 5.09

Solvency 44

Section 5.10

Guarantee 44

Section 5.11

Absence of Certain Agreements 44

Section 5.12

Stock Ownership 45

Section 5.13

Brokers’ Fees 45

ARTICLE 6 COVENANTS

45

Section 6.01

Conduct of the Company 45

Section 6.02

Unsolicited Proposals 48

Section 6.03

Company Recommendation 50

Section 6.04

Approval of Merger Agreement 53

Section 6.05

Access to Information 54

Section 6.06

Notice of Certain Events 55

Section 6.07

Employee Benefit Plan Matters 55

Section 6.08

State Takeover Laws 57

Section 6.09

Obligations of Merger Sub 57

Section 6.10

Voting of Shares 57

Section 6.11

Director and Officer Liability 58

Section 6.12

Reasonable Best Efforts 59

Section 6.13

Shareholder Litigation 62

Section 6.14

Public Announcements 63

Section 6.15

Further Assurances 63

Section 6.16

Section 16 Matters 63

Section 6.17

Financing 64

Section 6.18

Confidentiality 69

Section 6.19

Director Resignations 69

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Section 6.20