CONFORMED COPY
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of June 25, 1999 (this
"Agreement"), among COVANCE INC., a Delaware corporation ("Parent"), CCJ HOLDING
CORP., a Massachusetts corporation and a wholly owned subsidiary of Parent
("Merger Sub"), and PAREXEL INTERNATIONAL CORPORATION, a Massachusetts
corporation (the "Company").
WHEREAS, the parties hereto are parties to an Agreement and
Plan of Merger, dated as of April 28, 1999 (the "Merger Agreement"; capitalized
terms used but not otherwise defined herein have the meanings assigned to such
terms in the Merger Agreement);
WHEREAS, Section 8.01(a) of the Merger Agreement provides
that the Merger Agreement may be terminated at any time prior to the Effective
Time by mutual written consent duly authorized by the Boards of Directors of
each of Parent and the Company;
WHEREAS, the Board of Directors of each of Parent and the
Company has determined that it is in the best interests of their respective
companies and shareholders to terminate the Merger Agreement, and has authorized
the termination of the Merger Agreement pursuant to Section 8.01(a) thereof,
upon the terms and subject to the conditions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth in this Agreement, the parties
hereto agree as follows:
SECTION 1. Termination. Effective immediately upon execution
of this Termination Agreement, the Merger Agreement is hereby terminated
pursuant to Section 8.01(a) thereof by the mutual written consent of the parties
thereto.
SECTION 2. Effect of Termination; Mutual Discharge and
Waiver. (a) Except as expressly provided in this Agreement and notwithstanding
Section 8.02 of the Merger Agreement, as a result of the termination of the
Merger Agreement pursuant hereto, the Merger Agreement shall become void, and
there shall be no liability under the Merger Agreement on the part of any party
hereto or any of their respective affiliates, subsidiaries, directors, officers,
employees, agents, financial and legal advisors and other representatives, and
all rights and obligations of each party thereto shall cease, including, without
limitation, the rights and obligations set forth in Section 8.05 of the Merger
Agreement and any liability for the willful or intentional breach of any
representations, warranties, covenants or agreements contained therein.
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(b) All costs and expenses incurred in connection with this
Agreement, the Merger Agreement, the Parent Stock Option Agreement and the
Company Stock Option Agreement or the transactions contemplated hereby and
thereby shall be paid by the party incurring such expenses.
(c) Each party hereto hereby releases each other party hereto
and their respective directors, officers, shareholders, employees, agents,
financial and legal advisors and other representatives from any and all
liabilities and obligations, claims, causes of action and suits, arising out of
or relating to the Merger Agreement, the Parent Option Agreement (as defined
below), the Company Option Agreement (as defined below) and the transactions
contemplated thereby, including, without limitation, any liability or obligation
set forth in Section 8.05 of the Merger Agreement and any liability or
obligation arising out of any breach or alleged breach of any representation,
warranty, covenant or agreement contained in the Merger Agreement, the Parent
Option Agreement or the Company Option Agreement.
SECTION 3. Acknowledgment of Termination of Stock Option
Agreements. The Parent and the Company each acknowledge that, by virtue of the
termination of the Merger Agreement pursuant to Section 1 hereof, the following
agreements simultaneously terminate in accordance with their terms:
(a) the Stock Option Agreement (the "Company Option
Agreement"), dated as of April 28, 1999, between the Parent,
as Grantee, and the Company, as Issuer; and
(b) the Stock Option Agreement (the "Parent Option
Agreement), dated as of April 28, 1999, between the Company,
as Grantee, and Parent, as Issuer.
SECTION 4. Public Announcements. The initial press release
concerning the execution and delivery of this Agreement and the termination of
the Merger Agreement shall be a joint press release and shall be in the form of
Exhibit A hereto.
SECTION 5. Survival of Confidentiality Agreement.
Notwithstanding anything contained in this Agreement or in the Merger Agreement
to the contrary, the provisions of the Confidentiality Agreement dated March 30,
1999 between Parent and the Company (the "Confidentiality Agreement") shall
survive in accordance with its terms. Parent and the Company each acknowledge
the request made hereby of the other to return or destroy Proprietary
Information (as defined in the Confidentiality Agreement) as to which it is the
Receiving Party, pursuant to the terms of the Confidentiality Agreement.
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SECTION 6. Representations. Parent and the Company each
hereby represent and warrant to the other that they have: (a) not breached
Section 6.04 of the Merger Agreement; and (b) they are not currently in
discussions or negotiations with any Person regarding a Company Acquisition
Proposal or a Parent Acquisition Proposal, as applicable.
SECTION 7. Governing Law. This Agreement shall be governed by
the laws of the State of New York.
SECTION 8. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
were not performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or in equity.
SECTION 9. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
SECTION 10. Miscellaneous. This Agreement can be modified or
amended only be a writing signed by the parties hereto. This Agreement may be
executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
PAREXEL INTERNATIONAL
CORPORATION
By /s/ Xxxxx X. xxx Xxxxxxxxxx
---------------------------------------------
Name: Xxxxx X. xxx Xxxxxxxxxx
Title: Chief Executive Officer and President
COVANCE INC.
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Corporate Senior Vice President
CCJ HOLDING CORP.
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT A
P R E S S R E L E A S E
[COVANCE LETTERHEAD]
For Immediate Release Contacts: Xxxxx Xxxxxxxx (Covance:
Investors)
(000) 000-0000
Xxxx Xxxxx (Covance: Media)
(000) 000-0000
Xxxx Xxxxxxx (PAREXEL)
000-000-0000 (ext. 4118)
COVANCE AND PAREXEL TERMINATE MERGER AGREEMENT
Princeton, New Jersey and Boston, MA, June 25, 1999 -- Covance Inc. (NYSE: CVD)
and PAREXEL International Corporation (NASDAQ: PRXL) announced today that they
have terminated their merger agreement by mutual consent. Under the merger
agreement, Covance and PAREXEL were to combine into Covance Parexel.
Covance and PAREXEL indicated that their respective Boards of Directors
concluded that mutual termination of the merger agreement is in the best
interests of their respective shareholders. In connection with the termination,
the companies entered into a termination agreement, whereby they have agreed to
release each other from any claims relating to the proposed merger. Each company
will bear its own expenses and there will be no payments to either party.
Covance, with headquarters in Princeton, New Jersey, is one of the world's
largest and most comprehensive drug development services companies with 1998
revenues of $732 million, operations in 17 countries, and approximately 7,300
employees worldwide. Covance's purpose is to lead advancements in drug
development through science, service, and shaping solutions.
PAREXEL, with headquarters near Boston, Massachusetts, is a leading contract
research and product launch organization providing a broad range of
knowledge-based outsourcing services to the worldwide pharmaceutical,
biotechnology, and medical device industries. In 1998, Parexel had calendar year
revenues of $325 million, and currently has approximately 4,300 employees and
operations in 25 countries around the world.
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