1.) Why do you think Morgan Stanley, Barclays, and JP Morgan were selected as joint-book running lead managers? Which firm played the leading role in this transaction? What were its principal responsibilities?

In an August 1, 2002 executive session, Dennis Gillings requested that the board of directors allow him to share confidential information with certain buyers because he felt that the Quintiles share price didnt reflect its intrinsic value and might not reflect it anytime soon. In an effort to address conflict of interest issues, the board of directors created an ad hoc committee of independent directors, which controlled sharing of financial information with selected prospective buyers. They managed the due diligence process and safeguarded the interests of minority shareholders. Interested buyers included GF Management Company (a company controlled by Gillings), Citigroup, and One Equity Partners. During October 2002, Pharma Services Company (PSC), a company formed at the direction of Gillings and One Equity, jointly issued a bid of $11.25 per share. Quintiles then hired Morgan Stanley as its financial advisor. On November 7, 2002, following a management presentation about the industry trends and Quintiles growth projections, and based on discussions with key management personnel, Morgan Stanley determined that the bid was inadequate and Quintiles should conduct a formal auction process. On November 27, Morgan Stanley advised the board that it had received an indication of interest to purchase Quintiles at $14.50, contingent on a 45-day exclusivity period, which the board rejected. On December 6, the special committee presented and approved a special bonus plan, which changed the compensation plan of existing members of the Quintiles management. The previous plan had contained significant change-in-control payment provisions, which might bias management to support a sale rather than the status quo or other strategic alternatives. On January 6, 2003, the special committee received preliminary proposals from seven of thirteen bidders ranging from $12 to $16.50 per share, including a $13 bid from PSC and One Equity. Morgan Stanley also indicated an intrinsic share price of $9.75 to $12.75 based on other strategic alternatives available to Quintiles. On February 6, the special committee invited six bidders, including PSC and One Equity, two strategic bidders (one of which was a significant competitor of Quintiles), and a financial bidder aligned with Quintiles. The special committee also commenced an extensive due diligence process for these bidders, including follow-up management presentations and data room visits. On March 10, the special committee received bids from all six bidders ranging from $13.25 to $14 per share, with Pharma Services (combination of PSC and One Equity) bidding at $13.25. On March 26, 2003, Pharma Services increased its bid to $14.50, while some bidders asked for additional information or exclusivity, which was denied by the board

1.) Why do you think Morgan Stanley, Barclays, and JP Morgan were selected as joint-book running lead managers? Which firm played the leading role in this transaction? What were its principal responsibilities?