Bloomberg News

THL’s InVentiv Is Said to Decide Against Counterbid for PPD

October 26, 2011

Oct. 26 (Bloomberg) -- InVentiv Health Inc., a health-care services company owned by Thomas H. Lee Partners LP, decided against making a counterbid for Pharmaceutical Product Development Inc. after it couldn’t get access to some confidential data, said people familiar with the matter.

PPD wouldn’t provide InVentiv with additional information unless it had fully committed financing for an offer, said the people, who declined to be identified because the talks were private. PPD agreed on Oct. 3 to sell to private-equity firms Carlyle Group and Hellman & Friedman LLC for $33.25 a share, or about $3.9 billion.

PPD has given potential counterbidders until Nov. 1 to submit better offers in a so-called go-shop period, and InVentiv is the only company that had signed a confidentiality agreement with PPD as of mid-October. PPD disclosed the agreement in an Oct. 14 filing with regulators, without identifying the company.

InVentiv contacted PPD and its advisers at Morgan Stanley before and after the company announced its deal with Carlyle and Hellman & Friedman, said the people. PPD and the advisers told InVentiv they were reluctant to give out too much confidential data to a rival, said one of these people.

Anita Bose, a spokeswoman for InVentiv, declined to comment when reached by telephone today. The Burlington, Massachusetts- based company was acquired by THL in 2010 for $1.1 billion. Ned Glascock, a spokesman for PPD, declined to comment.

More Data

During the PPD auction process in July and August, competitors and private-equity firms complained to PPD and its advisers that they were not getting enough information to pursue bids, people familiar with the matter said at the time.

Morgan Stanley had reached out to 9 strategic parties and 13 financial ones as of Oct. 14, PPD said in the filing. The companies contacted included PPD competitors that had earlier expressed interest, PPD said. PPD has a termination fee of as much as $116.2 million, according to the filing.

Carlyle and Hellman & Friedman had told PPD they were willing to pay as much as $37.50 and $38 per share, respectively, in late July and early August, before credit markets tightened, the regulatory filing showed. InVentiv had expressed interest in bidding $34 to $38 a share before PPD announced its sale to the private-equity firms, the people said.

Counterbids are often considered and then abandoned. Earlier this year, private-equity firms Nordic Capital and Avista Capital Partners LLC explored a higher takeover offer for wounded-care company Kinetic Concepts Inc., which had agreed to a $5 billion leveraged buyout from Apax Partners and two Canadian pension funds.

--Editors: Jennifer Sondag, Elizabeth Wollman

To contact the reporters on this story: Jeffrey McCracken in New York at; Cristina Alesci in New York at

To contact the editor responsible for this story: Jennifer Sondag at

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