PDF Inc Research Acquisition of Inventiv Health

INC RESEARCH ACQUISITION OF INVENTIV HEALTH

On May 10, INC Research announced the all-stock acquisition of inVentiv Health for $4.6 billion, continuing a trend of CROs using M&A to build late stage product development and commercialization capabilities A primary thesis of the acquisition was to create an end-to-end solution by integrating inVentiv's contract commercial capabilities, which serve a faster growing market with more outsourcing whtiespace

The Lines Between CROs and Medical Communications Agencies Continue to Blur Five-Year Forward Annual Market Growth Rate

7%

From May 10, 2017 INC Research Investor Presentation Announcing inVentiv Acquisition

Source: Public filings, equity research, and CapIQ

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4%

May 2017

Early-Stage Pharma Services Late-Stage Pharma Services

INC RESEARCH ACQUISITION OF INVENTIV HEALTH (CONT'D)

Market reaction to the transaction has been very positive, with INCR stock up 30% since announcement of the acquisition All stock transaction with 53% pro forma ownership for existing INCR shareholders The transaction is expected to generate annual synergies of ~$100 million The transaction values inVentiv at 12.2x(1) LTM EBITDA INCR's investor presentation references 2017 and 2018 EV/EBITDA multiples of ~11x and ~10x, respectively(2) Recent INCR Stock Price Performance

$60.00

$55.00

$50.00

$45.00

$40.00

$35.00

inVentiv Health acquisition announced on May 10th Source: Public filings and CapIQ (1) $4.6 billion enterprise value and LTM adjusted EBITDA of $376.2 million per INCR investor presentation (2) INCR investor presentation, includes the present value of inVentiv NOLs

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