IMS Health Holdings, Inc. and Quintiles Transnational Holdings Inc. (NYSE:Q) announced today that their respective boards of directors approved a definitive merger agreement, pursuant to which the companies will be combined in an all-stock merger of equals transaction. The merged company will be named Quintiles IMS Holdings, Inc.
… Under the terms of the merger agreement, IMS Health shareholders will receive a fixed exchange ratio of 0.384 shares of Quintiles common stock for each share of IMS Health common stock. Upon completion of the merger, IMS Health shareholders will own approximately 51.4 percent of the shares of the combined company on a fully diluted basis and Quintiles shareholders will own approximately 48.6 percent…
‡ Relative to “unaffected” share price in cases where a buyout offer or auction was made public; excludes contingent values unless otherwise specified.
* Adjusted for cash/debt on acquired company’s balance sheet.
† Relative to AGN’s share price on 10/28/15.
® Reverse merger; premium not calculable.
n Premium relative to 2/24/15 (before leak of buyout bidding war).
p Premium relative to 8/18/14 (before speculation re AGN takeover).
q Premium relative to 4/10/14 (before Pershing Sq accumulation).
s Premium excludes contingent fees and is calculated from 12/13/13 close, the day before ENDP offer.
t For 42% of company not already owned.
u Includes $1.7B assumption of debt; premium relative to 3/27/12 close, when Bloomberg reported BMY bid. AZN pays BMY $3.4B to put AMLN’s portfolio into 50/50 JV.
v Excluding CVR of $4-14/sh; premium relative to 7/22/10 close.
w For 44% of DNA not already owned.
x Price includes entire deal in three stages; 17% premium is the blended avg price of NVS’ purchases ($164) relative to ACL’s market price 4/4/08 immediately prior to announcement of first stage of deal.
y Includes $0.45/sh of contingent payments.
z Liquidated by Deerfield following failed merger with Archemix.