Quintiles Transnational Holdings Inc. (NYSE:Q) signed an agreement to acquire IMS Health Holdings, Inc. (NYSE:IMS) from Canada Pension Plan Investment Board, Leonard Green & Partners, L.P., TPG Global, LLC and others in merger of equals transaction for $8.8 billion in stock on May 3, 2016. Each share of common stock of IMS Health issued and outstanding immediately prior to the closing will automatically be converted into the right to receive 0.3840 shares of common stock of the surviving corporation, and IMS Health stock options and other equity awards will be converted into stock options and equity awards with respect to the common stock of the surviving corporation, after giving effect to the exchange ratio. Quintiles and IMS Health have agreed that IMS Health will merge with and into Quintiles, with Quintiles continuing as the surviving corporation and the separate corporate existence of IMS Health ceasing. The surviving corporation will operate under the name Quintiles IMS Holdings, Inc., and its stock, including shares to be issued in the merger, will trade on the New York Stock Exchange under the symbol “Q.” Upon completion of the merger, IMS Health stockholders will own approximately 51.4% of the surviving corporation on a fully-diluted basis, and Quintiles stockholders will own approximately 48.6% of the surviving corporation on a fully-diluted basis. The merger will qualify as a tax-free reorganization for U.S. federal income tax purposes. As announced on September 14, 2016, IMS Health Holdings will use the proceeds of $1.75 billion of senior notes to extinguish certain of existing indebtedness of Quintiles and itself. In case of termination, each party is liable to pay $250 million to the other party. Committed financing has been obtained. Quintiles and IMS Health each designated six individuals to serve as directors of the surviving corporation. IMS Health’s 2015 reported revenue was $2.9 billion and adjusted EBITDA was $886 million. Ari Bousbib, IMS Health’s current Chief Executive Officer, will serve as Chief Executive Officer and Chairman of the board of directors of the surviving corporation while Thomas H. Pike, the Quintiles’ current Chief Executive Officer, will serve as Vice Chairman. The combined company's Board of Directors will be comprised of 6 directors appointed by Quintiles and 6 directors appointed by IMS Health. Quintiles founder and current board member, Gillings, will remain on the board of Quintiles IMS as the lead director. Immediately following the Effective Time, the Surviving Corporation shall have dual global headquarters, which shall be located in Durham, North Carolina and Danbury, Connecticut. The transaction is subject to approval by approval of the holders of Quintiles and IMS Health common stock, expiration or earlier termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by European Commission, the approval to list the common stock of the Surviving Corporation on the NYSE, effectiveness of the registration statement on Form S-4 and others. The transaction was approved by the board of directors of Quintiles and IMS Health. IMS Health board of directors recommends that IMS Health stockholders vote “FOR” the proposal. As of August 16, 2016, the European Commission approved the deal. As of August 24, 2016, the transaction is approved by CCI. South Africa Competition Council approved the deal as on September 13, 2016. As of September 22, 2016, the deal was approved by shareholders of IMS Health Holdings. The transaction is expected to close in the second half of 2016. The transaction is expected to be accretive to adjusted diluted EPS in 2017. William F. Seabaugh, R. Randall Wang and James M. Attonito of Bryan Cave LLP and Gerald F. Roach of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP acted as legal advisor for Quintiles while Michael J. Aiello, Matthew J. Gilroy, Douglas Urquhart, Frank Adams, Charan Sandhu, Kenneth Heitner, Paul Wessel, Christina De Vuono, Maxwell Copelan, Sean Devaney, Dianna Lee, Megan Briskman, Francesca Cohen, Brian Drozda, Sarah Davis, Suhan Shim, Anthony Mascarenhas, Raghav Thapar, Alla Khabinskaya, Caroline Geiger, Mary Lentowski, Joseph Reich, Amanda Rosenblum and Franny Glick of Weil, Gotshal & Manges LLP acted as legal advisor for IMS. Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to the independent committee of the IMS Health Board of Directors. Gary Horowitz and Marni Lerner of Simpson Thacher & Bartlett LLP served as legal advisors to Quintiles’ independent directors. Goldman, Sachs & Co. acted as financial advisor to IMS for a transaction fee of $5 million, all of which is payable upon consummation of the merger. IMS Health has agreed to consider, in its sole discretion, the payment of an additional fee to Goldman Sachs of up to $3 million. Barclays Capital Inc. acted as financial advisor for Quintiles for a fee of $5 million which was paid upon the delivery of Barclays’ opinion and additional compensation of $15 million that will be payable on completion of the merger. John Reiss, Chang-Do Gong, Holt Goddard, Suni Sreepada and Jack Cantrell of White & Case LLP along with Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for Quintiles. John Marzulli, Robert Katz and Roger V. Morscheiser of Shearman & Sterling acted as legal advisors for Barclays Capital. Stephen M. Kotran and Daniel W. Whitney of Sullivan & Cromwell acted as legal advisors for Goldman, Sachs. Alliance Advisors, LLC acted as information agent for Quintiles. Innisfree M&A acted as information agent for IMS for an estimated fee not to exceed $15,000. Stefan Stauder, Andy Beck, Mile Kurta,Heding Yang and Jason Zhou of Torys LLP acted as legal advisor to Canada Pension Plan Investment Board. Quintiles Transnational Holdings Inc. (NYSE:Q) completed the acquisition of IMS Health Holdings, Inc. (NYSE:IMS) from Canada Pension Plan Investment Board, Leonard Green & Partners, L.P., TPG Global, LLC and others on October 3, 2016.