DEFM14A 1 nt10020839x4_dem14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No.   )
Filed by the Registrant ☒   Filed by a Party other than the Registrant 
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
PRA HEALTH SCIENCES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
(1)
Title of each Class of securities to which transaction applies:

 
(2)
Aggregate number of securities to which transaction applies:

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 
(4)
Proposed maximum aggregate value of transaction:

 
(5)
Total fee paid:

Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:

 
(2)
Form, Schedule or Registration Statement No.:

 
(3)
Filing Party:

 
(4)
Date Filed:

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NOTICE OF MEETING AND PROSPECTUS
OF ICON PLC
NOTICE OF MEETING AND PROXY STATEMENT
OF PRA HEALTH SCIENCES, INC.



YOUR VOTE IS VERY IMPORTANT
On February 24, 2021, ICON public limited company (which is referred to as ICON), ICON US Holdings Inc., a wholly owned subsidiary of ICON (which is referred to as US HoldCo), Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (which is referred to as Merger Sub), and PRA Health Sciences, Inc. (which is referred to as PRA) entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, is referred to as the merger agreement) that provides for the acquisition of PRA by ICON. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into PRA, which is referred to as the merger, with PRA surviving as a wholly owned subsidiary of ICON and US HoldCo.
Upon successful completion of the merger, each issued and outstanding share of PRA common stock (other than excluded shares and dissenting shares as described in the merger agreement) will be converted automatically into the right to receive (i) 0.4125 of one ICON ordinary share, which number is referred to as the exchange ratio, and (ii) $80.00 in cash, without interest. The exchange ratio is fixed and will not be adjusted for changes in the market price of either ICON ordinary shares or PRA common stock prior to completion of the merger. Because the exchange ratio is fixed, the market value of the merger consideration to PRA stockholders will fluctuate with the market price of ICON ordinary shares and will not be known at the time that ICON shareholders vote on the ICON share issuance proposal and PRA stockholders vote on the PRA merger agreement proposal. Based on the closing price of ICON ordinary shares of $208.62 on Nasdaq on February 23, 2021, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to PRA stockholders was approximately $166.06 per share of PRA common stock, and after applying the exchange ratio of 0.4125, ICON and PRA estimated that, immediately following completion of the merger, former PRA stockholders will hold, in the aggregate, approximately 34% of the issued and outstanding shares of ICON, and ICON shareholders as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 66% of the issued and outstanding ordinary shares of ICON. On April 26, 2021, the latest practicable trading day before the date of this joint proxy statement/prospectus, the closing price of ICON ordinary shares on Nasdaq was $217.88 per share, resulting in an implied value of the merger consideration to PRA stockholders of $169.88 per share of PRA common stock. ICON ordinary shares are traded on the Nasdaq Global Select Market (which is referred to as Nasdaq) under the symbol “ICLR” and PRA common stock is traded on Nasdaq under the symbol “PRAH.” The ICON ordinary shares issued in connection with the merger will be listed on Nasdaq. We encourage you to obtain current quotes for the ICON ordinary shares and the PRA common stock.
ICON will hold an extraordinary general meeting of its shareholders in connection with the share issuance comprising the share consideration in the merger, which is referred to as the ICON EGM. At the ICON EGM, ICON’s shareholders will be asked to consider and vote on (1) the proposal to approve the issuance of ICON ordinary shares to PRA stockholders pursuant to the merger agreement, which is referred to as the ICON share issuance proposal, and (2) the proposal to adjourn the ICON EGM to solicit additional proxies if there are not sufficient votes to approve the ICON share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to ICON shareholders. The ICON board of directors unanimously recommends that ICON shareholders vote “FOR” each of the proposals to be considered at the ICON EGM.
PRA will hold a special meeting of its stockholders in connection with the proposed merger, which is referred to as the PRA stockholder meeting. At the PRA stockholder meeting, PRA stockholders will be asked to consider and vote on (1) the proposal to adopt the merger agreement, which is referred to as the PRA merger agreement proposal, (2) the proposal to approve, on a non-binding advisory basis, specific compensatory arrangements between PRA and its named executive officers relating to the merger and (3) the proposal to adjourn the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders. The PRA board of directors unanimously recommends that PRA stockholders vote “FOR” each of the proposals to be considered at the PRA stockholder meeting.
We cannot complete the merger unless the PRA stockholders approve the PRA merger agreement proposal and the ICON shareholders approve the ICON share issuance proposal. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the ICON EGM or the PRA stockholder meeting, as applicable, please promptly mark, sign and date the applicable accompanying proxy card and return it in the enclosed envelope or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card.
The accompanying joint proxy statement/prospectus provides you with important information about the merger agreement, the merger and the other transactions contemplated by the merger agreement, the ICON EGM, each of the ICON proposals, the PRA stockholder meeting and each of the PRA proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 34 for a discussion of risks related to the merger and the combined company after the merger.
We look forward to the successful completion of the merger.
Sincerely,
Sincerely,


Steve Cutler
Chief Executive Officer
ICON plc
Colin Shannon
Chief Executive Officer
PRA Health Sciences, Inc.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the ICON share issuance in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Companies Act of 2014 of Ireland, the European Union (Prospectus) Regulations 2019 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland, and the Central Bank of Ireland has not approved this joint proxy statement/prospectus.
This joint proxy statement/prospectus is dated April 27, 2021 and is first being mailed to ICON shareholders and PRA stockholders on or about April 29, 2021.

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ICON plc
South County Business Park,
Leopardstown,
Dublin 18, Ireland
+353-1-291-2000
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2021
To the Shareholders of ICON plc:
Notice is hereby given that ICON plc, which is referred to as ICON, will hold an extraordinary general meeting of its shareholders, which is referred to as the ICON EGM. The ICON EGM will be held on Tuesday, June 15, 2021, beginning at 3:30 p.m., Dublin time, at ICON’s global headquarters in South County Business Park, Leopardstown, Dublin 18, Ireland.
The ICON EGM is for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:
Ordinary Resolution 1: The ICON share issuance proposal
“That, subject to applicable rules and listing standards of Nasdaq, the Directors of ICON be and they are hereby generally and unconditionally authorized pursuant to section 1021 of the Companies Act 2014 to exercise all the powers of ICON to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) as contemplated by the Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended from time to time), which is referred to as the merger agreement, by and among ICON, ICON US Holdings Inc., Indigo Merger Sub, Inc. and PRA Health Sciences, Inc., up to an aggregate nominal amount of ICON ordinary shares necessary for purposes of satisfying the aggregate issuance of ICON ordinary shares in connection with and pursuant to the merger agreement, provided that such authority shall (a) expire on December 31, 2022, or such later date as may be determined by the ICON board of directors from time to time (provided that under the Companies Act, such later date cannot be more than 5 years after the date on which this resolution is passed), and (b) be without prejudice and in addition to the authority under the said Section 1021 previously granted to the ICON board of directors pursuant to an ordinary resolution passed at the annual general meeting of ICON held on July 21, 2020.”
Ordinary Resolution 2: The ICON adjournment proposal
“That the Chairperson of the meeting be and is hereby authorized to adjourn the meeting to another time and place if, in the discretion of the Chairperson, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy, at the time of the meeting to approve the ICON share issuance proposal.”
Resolution 1 is referred to as the ICON share issuance proposal and Resolution 2 is referred to as the ICON adjournment proposal. Resolution 1 is required to be passed as a condition to the completion of the merger agreement (as defined in Resolution 1), and Resolution 2 is not required to be passed as a condition to the completion of the merger agreement. The resolutions may be voted on in such order as is determined by the Chairperson of the ICON EGM.
The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.
Only holders of record of ICON ordinary shares at the close of business on April 26, 2021 are entitled to notice of and to vote at the ICON EGM and any adjournments or postponements thereof.
The ICON board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement. The ICON board of directors unanimously recommends that ICON shareholders vote “FOR” the ICON share issuance proposal and “FOR” the ICON adjournment proposal.

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Your vote is very important, regardless of the number of ICON ordinary shares you own. We cannot complete the transactions contemplated by the merger agreement without the approval of the ICON share issuance proposal. Assuming a quorum is present, the approval of the ICON share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal.
We urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed envelope or authorize the individuals named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.
If you have any questions about the merger, please contact ICON at 1-888-381-7923 or write to ICON plc, Attention: Investor Relations, South County Business Park, Leopardstown, Dublin 18, Ireland, or via email at IR@iconplc.com
If you have any questions about how to vote or direct a vote in respect of your ICON ordinary shares, you may contact our proxy solicitor, Georgeson LLC, via phone at 1-866-295-4321 (toll-free within the United States) or at 1-781-575-2137 (outside the United States), or via email at ICON@georgeson.com.
 
By Order of the Board of Directors,
 

 
Diarmaid Cunningham
 
Company Secretary
 
 
Dublin, Ireland
Dated: April 27, 2021
Your vote is important. ICON shareholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, or to submit their votes electronically through the Internet or by telephone.
In light of public health concerns related to COVID-19, ICON would like to emphasize that it considers the health of its shareholders, employees, attendees and other stakeholders a top priority and in this context is closely monitoring the evolving COVID-19 situation as regards attendance at the ICON EGM. Shareholders are referred to the section entitled “The ICON Extraordinary General Meeting” which sets out further detail on the public health situation in Ireland and current restrictions around in person attendance at the ICON offices. ICON therefore strongly encourages voting via mail, telephone and Internet over in person attendance at the ICON EGM.

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PRA Health Sciences, Inc.
4130 ParkLake Avenue
Suite 400
Raleigh, North Carolina 27612
(919) 786-8200
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 15, 2021
To the Stockholders of PRA Health Sciences, Inc.:
Notice is hereby given that PRA Health Sciences, Inc., which is referred to as PRA, will hold a virtual, audio only special meeting of its stockholders, which is referred to as the PRA stockholder meeting, at www.virtualshareholdermeeting.com/PRAH2021SM, on Tuesday, June 15, 2021, beginning at 10:30 a.m., Eastern Time, for the purpose of considering and voting on the following proposals:
1.
to adopt the Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended from time to time), which is referred to as the merger agreement, by and among ICON plc, referred to as ICON, PRA, ICON US Holdings Inc., which is referred to as US HoldCo, and Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo, which proposal is referred to as the PRA merger agreement proposal;
2.
to approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to PRA’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which is referred to as the PRA compensation proposal; and
3.
to approve the adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders, which is referred to as the PRA adjournment proposal.
PRA will transact no other business at the PRA stockholder meeting except such business as may properly be brought before the PRA stockholder meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.
Only holders of record of PRA common stock at the close of business on April 26, 2021 are entitled to notice of and to vote at the PRA stockholder meeting and any adjournments or postponements thereof.
The PRA board of directors has unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement on the terms and subject to the conditions set forth in the merger agreement. The PRA board of directors unanimously recommends that PRA stockholders vote “FOR” the PRA merger agreement proposal, “FOR” the PRA compensation proposal and “FOR” the PRA adjournment proposal.
Your vote is very important, regardless of the number of shares of PRA common stock you own. We cannot complete the transactions contemplated by the merger agreement without approval of the PRA merger agreement proposal. Assuming a quorum is present, the approval of the PRA merger agreement proposal requires the affirmative vote of a majority of the outstanding shares of PRA common stock entitled to vote on the PRA merger agreement proposal.
Whether or not you plan to attend the PRA stockholder meeting virtually, we urge you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope or authorize the individuals

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named on the proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.
If you have any questions about the merger, please contact PRA Health Sciences, Inc., Attention: Corporate Secretary, 4130 ParkLake Avenue, Suite 400, Raleigh, North Carolina 27612.
If you have any questions about how to vote or direct a vote in respect of your shares of PRA common stock, you may contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.
 
 
 
By Order of the Board of Directors,
 

 
Christopher L. Gaenzle
 
Corporate Secretary
Raleigh, North Carolina
Dated: April 27, 2021
Your vote is important. PRA stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes electronically through the Internet or by telephone.

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REFERENCES TO ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about ICON and PRA from other documents that ICON and PRA have filed with the U.S. Securities and Exchange Commission, which is referred to as the SEC, and that are contained in or incorporated by reference into this joint proxy statement/prospectus. For a listing of documents incorporated by reference into this joint proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 218. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.
Any person may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information concerning ICON or PRA, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:
For ICON shareholders :
For PRA stockholders:
 
 
ICON plc
South County Business Park,
Leopardstown,
Dublin 18, Ireland
1-888-381-7923
Attention: Investor Relations
PRA Health Sciences, Inc.
4130 ParkLake Avenue
Suite 400
Raleigh, NC 27612
1-919-786-8200
Attention: Investor Relations
 
 
Georgeson LLC
1290 Avenue of the Americas
9th Floor
New York, NY 10104
1-866-295-4321 (toll-free within the United States)
1-781-575-2137 (outside the United States)
Email: ICON@georgeson.com
MacKenzie Partners, Inc.
1407 Broadway
New York, NY 10018
Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
In order for you to receive timely delivery of the documents in advance of the ICON extraordinary general meeting to be held on June 15, 2021, which is referred to as the ICON EGM, or the special meeting of PRA stockholders to be held on June 15, 2021, which is referred to as the PRA stockholder meeting, as applicable, you must request the information no later than June 1, 2021.
The contents of the websites of the SEC, ICON, PRA or any other entity are not being incorporated into this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.
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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the SEC by ICON (File No. 333-254891), constitutes a notice of meeting with respect to the ICON EGM and a prospectus of ICON under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the ICON ordinary shares to be issued to PRA stockholders pursuant to the Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc, ICON US Holdings Inc., Indigo Merger Sub, Inc. and PRA Health Sciences, Inc., as it may be amended from time to time, which is referred to as the merger agreement.
This document also constitutes a notice of meeting with respect to the PRA stockholder meeting and a proxy statement of PRA under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act.
This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Companies Act of 2014 of Ireland, the European Union (Prospectus) Regulations 2019 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland, and the Central Bank of Ireland has not approved this joint proxy statement/prospectus.
ICON has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to ICON, and PRA has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to PRA. ICON and PRA have both contributed to the information related to the merger contained in this joint proxy statement/prospectus.
You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. ICON and PRA have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated April 27, 2021, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.
Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to ICON shareholders or PRA stockholders nor the issuance by ICON of ICON ordinary shares pursuant to the merger agreement will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.
When used in this joint proxy statement/prospectus, all references to “ICON” refer to ICON plc., a public limited company incorporated under the laws of Ireland, or, where the context requires, to ICON plc, one or more of its consolidated subsidiaries, or to all of them taken as a whole; all references to “US HoldCo” refer to ICON US Holdings Inc., a Delaware corporation and wholly owned subsidiary of ICON; all references to “Merger Sub” refer to Indigo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of ICON and US HoldCo, formed for the purpose of effecting the merger as described in this joint proxy statement/prospectus; all references to “PRA” refer to PRA Health Sciences, Inc., a Delaware corporation; all references to “combined company” refer to ICON immediately following completion of the merger and the other transactions contemplated by the merger agreement; all references to “ICON ordinary shares” refer to the ordinary shares of ICON plc, par value €0.06 each; and all references to “PRA common stock” refer to the common stock of PRA, par value $0.01 per share.
Presentation of Financial Information
This joint proxy statement/prospectus contains or incorporates by reference:
the audited consolidated financial statements of ICON as of December 31, 2020 and 2019 and for the three (3) years in the period ended December 31, 2020, prepared in conformity with accounting principles generally accepted in the United States, or GAAP (referred to in this joint proxy statement/prospectus as the ICON consolidated financial statements); and
the audited consolidated financial statements of PRA as of December 31, 2020 and 2019 and for the three (3) years in the period ended December 31, 2020, prepared on the basis of GAAP (referred to in this joint proxy statement/prospectus as the PRA consolidated financial statements).
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Unless indicated otherwise, financial data presented in this joint proxy statement/prospectus has been taken from the ICON consolidated financial statements and the PRA consolidated financial statements incorporated by reference into this joint proxy statement/prospectus.
This joint proxy statement/prospectus also contains the unaudited pro forma condensed combined financial information of ICON as of and for the year ended December 31, 2020 after giving effect to the merger, referred to in this joint proxy statement/prospectus as the pro forma financial information. See the section of this joint proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The pro forma financial information set forth in this joint proxy statement/prospectus has been rounded for ease of presentation. Accordingly, in certain cases, the sum of the numbers in a column in a table may not conform to the total figure given for that column.
For additional information on the presentation of financial information in this joint proxy statement/prospectus, see the ICON consolidated financial statements and the PRA consolidated financial statements, in each case, that are incorporated by reference into this joint proxy statement/prospectus.
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QUESTIONS AND ANSWERS
The following are answers to certain questions you may have regarding the merger, the merger agreement, the PRA stockholder meeting and the ICON extraordinary general meeting, which is referred to as the ICON EGM. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 218.
If you are in any doubt about this transaction you should consult an independent financial advisor who, if you are obtaining advice in Ireland, is authorized or exempted by the Investment Intermediaries Act 1995, or the European Union (Markets in Financial Instruments) Regulations 2017 (as amended).
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
On February 24, 2021, ICON, US HoldCo, Merger Sub and PRA entered into a merger agreement pursuant to which ICON agreed to acquire PRA in a transaction in which Merger Sub, a wholly owned subsidiary of ICON and US HoldCo, will merge with and into PRA with PRA surviving as a wholly owned subsidiary of ICON and US HoldCo. The merger agreement attached to this joint proxy statement/prospectus as Annex A governs the terms of the transaction and requires, among other things, that ICON hold an extraordinary general meeting of its shareholders to approve the share issuance comprising the share consideration in the merger, and that PRA hold a special meeting of its stockholders to approve the merger.
ICON and PRA are sending these materials to their respective shareholders and stockholders to help them decide how to vote their ICON ordinary shares and shares of PRA common stock, as the case may be, with respect to the matters to be considered at the ICON EGM and PRA stockholder meeting, respectively.
Further information about the PRA stockholder meeting, the ICON EGM, the merger and the merger agreement is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus constitutes a proxy statement of PRA and a prospectus of ICON. It is a PRA proxy statement because the PRA board of directors is soliciting proxies from PRA stockholders using this joint proxy statement/prospectus. It is an ICON prospectus because ICON is offering ICON ordinary shares in exchange for PRA common stock as the share consideration portion of the merger consideration.
This joint proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Companies Act of 2014 of Ireland, the European Union (Prospectus) Regulations 2019 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland, and the Central Bank of Ireland has not approved this joint proxy statement/prospectus.
Q:
When and where will the PRA stockholder meeting and the ICON EGM take place?
A:
The PRA stockholder meeting will be held at www.virtualshareholdermeeting.com/PRAH2021SM, at 10:30 a.m., Eastern time, on June 15, 2021.
The ICON EGM will be held at 3:30 p.m., Dublin time (which is 10:30 a.m., Eastern time), on June 15, 2021, at ICON’s global headquarters in South County Business Park, Leopardstown, Dublin 18, Ireland.
If you choose to vote your shares in person at the ICON EGM, please bring your enclosed proxy card and proof of identification. Even if you plan to attend the ICON EGM in person, ICON recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable meeting. ICON encourages shareholders to vote by Internet, by mail or by telephone, rather than attending either the ICON EGM in person in light of the public health concerns related to COVID-19. Please refer to the section entitled “The ICON Extraordinary General Meeting—Attending the ICON EGM” beginning on pages 53 for more information.
Shares held in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the applicable stockholder meeting.
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Q:
What matters will be considered at each of the stockholder meetings?
A:
At the PRA stockholder meeting, PRA stockholders are being asked:
To approve the adoption of the merger agreement, which proposal is referred to as the PRA merger agreement proposal;
To approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation payments that will or may be paid by PRA to its named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “The Merger—Interests of the PRA Directors and Executive Officers in the Merger” beginning on page 77, which proposal is referred to as the PRA advisory compensation proposal; and
To approve the adjournment of the PRA stockholder meeting to another date and place if necessary or appropriate to solicit additional votes in favor of the PRA merger agreement proposal, which proposal is referred to as the PRA adjournment proposal.
The PRA merger agreement proposal, the PRA advisory compensation proposal, and the PRA adjournment proposal together are referred to as the PRA proposals.
At the ICON EGM, ICON shareholders are being asked:
To approve the issuance of ICON ordinary shares to PRA stockholders in connection with the merger as contemplated by the merger agreement, which proposal is referred to as the ICON share issuance proposal; and
To approve the adjournment of the ICON EGM to another date and place if necessary or appropriate to solicit additional votes in favor of the ICON proposal, which proposal is referred to as the ICON adjournment proposal.
The ICON share issuance proposal and the ICON adjournment proposal together are referred to as the ICON proposals.
Q:
Does my vote matter?
A:
Yes, your vote is very important.
The approval of the PRA merger agreement proposal and the approval of the ICON share issuance proposal are conditions to the completion of the merger.
The merger is not conditional on the approval of the PRA adjournment proposal, the PRA advisory compensation proposal or the ICON adjournment proposal.
The enclosed proxy materials allow you to grant a proxy or vote your shares by mail, telephone or Internet without attending the PRA stockholder meeting or the ICON EGM, as applicable, in person.
Q:
What will PRA stockholders receive if the merger is completed?
A:
In the merger, each share of PRA common stock issued and outstanding immediately prior to the effective time (other than (i) shares of PRA common stock owned by PRA, ICON or US HoldCo (ii) shares of PRA common stock held by holders who have properly exercised their appraisal rights under Delaware law and (iii) shares of PRA common stock owned by subsidiaries of PRA immediately prior to the effective time) will be converted into the right to receive, subject to the merger agreement:
0.4125 of one ICON ordinary share, referred to as the share consideration; and
$80.00 in cash, without interest, referred to as the cash consideration.
Each PRA stockholder will receive cash for any fractional shares that such stockholder would otherwise receive as share consideration. The share consideration and the cash consideration are collectively referred to as the merger consideration.
Because ICON will issue a fixed number of ICON ordinary shares in exchange for each share of PRA common stock, the value of the merger consideration that PRA stockholders will receive in the merger will depend on the market price of ICON ordinary shares at the time the merger is completed. The market price of
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ICON ordinary shares when PRA stockholders receive those shares after the merger is completed could be greater than, less than or the same as the market price of ICON ordinary shares on the date of this joint proxy statement/prospectus or at the time of the stockholder meetings. Accordingly, you should obtain current stock price quotations for ICON ordinary shares and PRA common stock before deciding how to vote with respect to the approval of the share issuance in the case of ICON shareholders or the adoption of the merger agreement in the case of PRA stockholders. ICON ordinary shares are traded on the Nasdaq Global Select Market, which is referred to as Nasdaq, under the symbol “ICLR.” PRA common stock is traded on Nasdaq under the symbol “PRAH.”
For more information regarding the merger consideration to be provided to PRA stockholders if the merger is completed, see the section entitled “The Merger AgreementMerger Consideration” beginning on page 117.
Q:
What will holders of PRA equity-based awards receive in the merger?
A:
Restricted Stock: As of the effective time, each restricted share of PRA common stock that is issued and outstanding will vest at closing and be converted automatically into the right to receive the merger consideration for each such share.
Restricted Stock Units. As of the effective time, each award of time-based restricted stock units that corresponds to a number of shares of PRA common stock granted under any PRA equity plan, whether vested or unvested, that is outstanding will be assumed by ICON and converted into a restricted share unit award corresponding to a number of ICON ordinary shares equal to (i) the number of such PRA restricted stock units, multiplied by (ii) the equity award conversion ratio (as defined below), rounding down to the nearest whole number of ICON restricted share units. Each PRA restricted stock unit award so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding PRA restricted stock unit award as of immediately prior to the effective time.
Stock Options. As of the effective time, each option to purchase shares of PRA common stock (each, a “PRA stock option”) granted under any PRA equity plan (excluding the PRA employee stock purchase plan), whether vested or unvested, that is outstanding and unexercised will be assumed by ICON and converted into an ICON stock option to acquire a number of ICON ordinary shares equal to (i) the number of shares of PRA common stock subject to such PRA stock option as of immediately prior to the effective time, multiplied by (ii) the equity award conversion ratio (as defined below), rounding down to the nearest whole number of ICON ordinary shares, at an exercise price per ICON ordinary share equal to (x) the exercise price per share of PRA common stock subject to such PRA stock option, divided by (y) the equity award conversion ratio, rounding up to the nearest whole cent. Each PRA stock option so assumed and converted will continue to have, and will be subject to, the same terms and conditions as applied to the corresponding PRA stock option as of immediately prior to the effective time.
PRA may amend (and is expected to amend) the terms and conditions of certain outstanding equity-based awards prior to the effective time. For more information see the section entitled “The Merger AgreementEmployee Benefit Plan and Compensation Matters” beginning on page 134.
Q:
Who is entitled to vote and how many votes do they have?
A:
The PRA board of directors has fixed the close of business on April 26, 2021 as the record date of the PRA stockholder meeting. If you were a holder of record of shares of PRA common stock as of the close of business on the record date you are entitled to receive notice of and to vote at the PRA stockholder meeting or any adjournments or postponements thereof. You are entitled to one vote for each share of PRA common stock that you owned as of the close of business on the PRA record date. As of the close of business on the PRA record date, 64,795,400 shares of PRA common stock were outstanding and entitled to vote at the PRA stockholder meeting.
The ICON board of directors has fixed the close of business on April 26, 2021 as the record date of the ICON EGM. If you were a holder of record of ICON ordinary shares as of the close of business on the record date you are entitled to receive notice of and to vote at the ICON EGM or any adjournments or postponements thereof. You are entitled to one vote for each ICON share that you owned as of the close of business on the ICON record date. As of the close of business on the ICON record date, 52,860,690 ICON ordinary shares were outstanding and entitled to vote at the ICON EGM.
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Q:
What are PRA stockholders being asked to vote on?
A:
At the PRA stockholder meeting, PRA stockholders will be asked to vote on the following proposals, which referred to herein as the PRA proposals:
1.
Approval of the PRA merger agreement proposal;
2.
Approval of the PRA advisory compensation proposal;
3.
Approval of the PRA adjournment proposal.
Approval of the PRA merger agreement proposal is required for the completion of the merger. Approval of the PRA adjournment proposal and the PRA advisory compensation proposal is not required for the completion of the merger.
No other matters are intended to be brought before the PRA stockholder meeting by PRA.
Q:
What vote is required to approve each proposal at the PRA stockholder meeting?
A:
PRA Proposal 1: PRA merger agreement proposal. Assuming a quorum is present, the adoption of the merger agreement by the PRA stockholders requires the affirmative vote of a majority of the outstanding shares of PRA common stock entitled to vote thereon. Accordingly, a PRA stockholder’s abstention from voting, a broker non-vote or the failure of a PRA stockholder to vote (including the failure of a PRA stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have the same effect as a vote “AGAINST” the proposal.
PRA Proposal 2: PRA compensation proposal. Assuming a quorum is present, approval of the PRA compensation proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. Accordingly, a PRA stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the proposal, while a broker non-vote or the failure of a PRA stockholder to vote (including the failure of a PRA stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the PRA compensation proposal.
PRA Proposal 3: PRA adjournment proposal. The PRA stockholder meeting may be adjourned to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the PRA stockholders. Whether or not there is a quorum, approval of the PRA adjournment proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. Accordingly, a PRA stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the proposal, while a broker non-vote or the failure of a PRA stockholder to vote (including the failure of a PRA stockholder who holds shares in “street name” through a bank, broker or other nominee to give voting instructions to that bank, broker or other nominee) will have no effect on the PRA adjournment proposal. The chairperson of the PRA stockholder meeting may also adjourn the meeting if no quorum is present.
Q:
How does the PRA board of directors recommend PRA stockholders vote?
A:
The PRA board of directors unanimously recommends that you vote “FOR” the PRA merger agreement proposal, “FOR” the PRA advisory compensation proposal and “FOR” the PRA adjournment proposal.
In considering the recommendations of the PRA board of directors, PRA stockholders should be aware that PRA directors and executive officers have interests in the merger that are different from, or in addition to, their interests as PRA stockholders. For a more complete description of these interests, see the information provided in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167.
Q:
Why are PRA stockholders being asked to approve on a non-binding basis the PRA advisory compensation proposal?
A:
PRA is seeking a non-binding, advisory vote to approve the compensation that may be paid or become payable to PRA’s named executive officers in connection with the merger in accordance with SEC Rules. For more
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information regarding such payments, see the information provided in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167.
Q:
What happens if PRA stockholders do not approve on a non-binding basis the PRA advisory compensation proposal?
A:
Approval of the PRA advisory compensation proposal is not a condition to completion of the merger and is a vote separate and apart from the vote on the PRA merger agreement proposal. Accordingly, PRA stockholders may vote in favor of the PRA merger agreement proposal and not in favor of the PRA advisory compensation proposal, or vice versa. Approval of the PRA advisory compensation proposal is not a condition to completion of the merger, and it is advisory in nature only, meaning it will not be binding on PRA or ICON. Accordingly, if the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of PRA stockholders. However, PRA seeks the support of its stockholders and believes that stockholder support is appropriate as the executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger proposal from its early stages until consummation.
Q:
Are there any risks relating to the merger or the combined company that PRA stockholders should consider in deciding whether to vote on the PRA proposals?
A:
Yes. Before making any decision on whether and how to vote, PRA stockholders are urged to read carefully and in its entirety the information contained in the section entitled “Risk Factors” beginning on page 34. PRA stockholders should also read and carefully consider the risk factors of each of PRA and ICON that are incorporated by reference into this joint proxy statement/prospectus.
Q:
What are ICON shareholders being asked to vote on?
A:
At the ICON EGM, ICON shareholders will be asked to vote on the following proposals, which referred to as the ICON proposals:
1.
Approval of the ICON share issuance proposal; and
2.
Approval of the ICON adjournment proposal.
Under Irish company law and the current authorities granted to ICON by its shareholders and the rules of Nasdaq, shareholder approval is required prior to the issuance of any shares by ICON if the number of shares to be issued equals 20% or more of the number of shares outstanding prior to the issuance. It is expected that the number of ICON ordinary shares to be issued by ICON pursuant to the merger agreement will exceed 20% of the ICON ordinary shares outstanding prior to such issuance. Accordingly, ICON shareholders are being asked to consider and approve the issuance of ICON ordinary shares pursuant to the merger agreement.
ICON shareholders are not required to approve the adoption of the merger agreement under Irish law. Accordingly, ICON shareholders are not being asked to vote on the merger or the adoption of the merger agreement.
Approval of the ICON share issuance proposal is required for completion of the merger. Approval of the ICON adjournment proposal is not required for completion of the merger.
No other matters are intended to be brought before the ICON EGM by ICON.
Q:
What vote is required to approve each proposal at the ICON EGM?
A:
ICON Proposal 1: ICON share issuance proposal. The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the ICON share issuance proposal at the ICON EGM is required to approve the ICON share issuance proposal.
ICON Proposal 2: ICON adjournment proposal. The affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the ICON adjournment proposal at the ICON EGM is required to approve the ICON adjournment proposal (in the event that the Chairperson of the ICON EGM puts a motion to the meeting to adjourn).
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Because the vote required to approve each of the ICON proposals is based on votes properly cast at the ICON EGM, abstentions, along with failures to vote, will have no effect on such proposals.
Q:
How does the ICON board of directors recommend ICON shareholders vote?
A:
The ICON board of directors unanimously recommends that you vote “FOR” the ICON share issuance proposal and “FOR” the ICON adjournment proposal.
In considering the recommendations of the ICON board of directors, ICON shareholders should be aware that ICON directors and executive officers have interests in the merger that are different from, or in addition to, their interests as ICON shareholders. For a more complete description of these interests, see the information provided in the section entitled “Interests of ICON’s Directors and Executive Officers in the Merger” beginning on page 166.
Q:
Are there any risks relating to the share issuance or the combined company that ICON shareholders should consider in deciding whether to vote on the ICON proposals?
A:
Yes. Before making any decision on whether and how to vote, ICON shareholders are urged to read carefully and in its entirety the information contained in the section entitled “Risk Factors” beginning on page 34. ICON shareholders should also read and carefully consider the risk factors of each of PRA and ICON that are incorporated by reference into this joint proxy statement/prospectus.
Q:
How do I vote my PRA stock?
A:
If you are a stockholder of record of PRA as of the PRA record date, you may vote by granting a proxy. Specifically, you may vote:
By Internet—You may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice or your proxy card in order to vote by Internet.
By Telephone—You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice or your proxy card in order to vote by telephone.
By Mail—You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
If you are a stockholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on June 14, 2021, or if the PRA stockholder meeting is adjourned, on the day that falls before the day appointed for the adjourned meeting.
If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. In most instances, you will be able to do this over the Internet, by telephone or by mail as indicated above.
Even if you plan to attend the PRA stockholder meeting, PRA recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the stockholder meeting.
If you hold your shares of PRA common stock through a broker, bank or other nominee, also referred to as a “street name” holder, check the instructions provided by that entity to determine which options are available to you with respect to voting your shares.
Additional information on attending the PRA stockholder meeting can be found under the section entitled “The PRA Stockholder Meeting” beginning on page 18.
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Q:
How do I vote my ICON ordinary shares?
A:
If you are a stockholder of record of ICON as of the ICON record date, you may submit your proxy before the ICON EGM in one of the following ways:
1.
visit the website shown on your proxy card to submit your proxy via the Internet;
2.
call the toll-free number for telephone proxy submission shown on your proxy card; or
3.
complete, sign, date and return the enclosed proxy card in the enclosed envelope.
To be effective for ICON voting, the proxy card duly completed and executed, together with any authority under which it is executed, or a copy thereof certified, must be deposited at the registered office of ICON, so as to be received no later than 11:59 p.m., Eastern Time, on June 14, 2021, or if the ICON EGM is adjourned, on the day that falls before the day appointed for the adjourned meeting.
Alternatively, provided it is received by 11:59 p.m., Eastern Time, on June 13, 2021, or if the ICON EGM is adjourned, by 11:59 p.m., Eastern Time, on the day that falls 48 hours before the time appointed for the adjourned meeting, the appointment of a proxy may be submitted electronically, subject to the applicable terms and conditions, via the Internet.
You may also cast your vote in person at ICON EGM. Even if you plan to attend the ICON EGM, ICON recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the ICON EGM.
In light of public health concerns related to COVID-19, ICON would like to emphasize that it considers the health of its shareholders, employees, attendees and other stakeholders a top priority and in this context is closely monitoring the evolving COVID-19 situation as regards the ICON EGM. Shareholders are referred to the section entitled “The ICON Extraordinary General Meeting” which sets out further detail on the public health situation in Ireland and restrictions around in person attendance at the ICON offices. ICON therefore strongly encourages voting via mail, telephone and Internet over in person attendance at the ICON EGM.
If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders or shareholders who wish to vote in person at the meeting will need to obtain a proxy form from their broker, bank or other nominee.
Additional information on attending the ICON EGM can be found under the section entitled “The ICON Extraordinary General Meeting” beginning on page 50.
Q:
What if I sell my shares of PRA common stock before the PRA stockholder meeting, or I sell my ICON ordinary shares before the ICON EGM?
A:
If you transfer your shares of PRA common stock after the PRA record date but before the PRA stockholder meeting, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the PRA stockholder meeting, but will have transferred the right to receive the merger consideration. In order to receive the merger consideration as a result of the merger, you must hold your shares through the effective time.
If you transfer your ICON ordinary shares after the ICON record date but before the ICON EGM, you will, unless you provide the transferee of your shares with a proxy, retain your right to vote at the ICON EGM.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
ICON has engaged Georgeson LLC, which is referred to as Georgeson, to assist in the solicitation of proxies for the ICON EGM. ICON estimates that ICON or US HoldCo will pay Georgeson a fee of approximately $20,000, plus costs and expenses. ICON has agreed to indemnify Georgeson against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
PRA has engaged MacKenzie Partners, Inc., which is referred to as MacKenzie, to assist in the solicitation of proxies for the PRA stockholder meeting. PRA estimates that it will pay MacKenzie a fee of approximately $50,000, plus reimbursement for certain fees and expenses. PRA has agreed to indemnify MacKenzie against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).
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ICON and PRA also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of ICON ordinary shares and PRA common stock, respectively.
ICON’s directors, officers and employees and PRA’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Should I send in my PRA stock certificates now?
A:
No. To the extent PRA stockholders have certificated shares, such PRA stockholders should keep their existing stock certificates at this time. After the merger is completed, PRA stockholders will receive from the exchange agent a letter of transmittal and written instructions for exchanging their stock certificates for the share consideration and/or the cash consideration.
Q:
What constitutes a quorum for the PRA stockholder meeting?
A:
The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote must be present in person or represented by proxy to constitute a quorum for the PRA stockholder meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” (as described below) are counted as present and entitled to vote for purposes of determining a quorum.
Q:
What constitutes a quorum for the ICON EGM?
A:
The presence of three (3) or more shareholders (present by proxy or in person) is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum.
Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?
A:
If your shares are registered directly in your name with the issuer’s transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote, or to grant a proxy for your vote to a third party to vote. If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the stockholder of record with respect to those shares. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares.
Q:
What is a “broker non-vote”?
A:
A broker non-vote occurs if you hold your shares in street name, do not provide voting instructions to your broker on a proposal, and your broker does not have discretionary authority to vote on such proposal. In such circumstances the organization that holds your shares may generally vote on “routine” matters, but cannot vote on “non-routine” matters. All of the proposals currently scheduled for consideration at the PRA stockholder meeting and the ICON EGM are “non-routine” matters and a broker will lack the authority to vote shares at its discretion on such proposals.
Q:
If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
A:
If your shares are held in “street name” in a stock brokerage account or by a bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to PRA or ICON or by voting in person at your respective company’s stockholder meeting unless you obtain a “legal proxy,” which you must obtain from your broker, bank or other nominee.
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Under the rules of Nasdaq, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters listed in Nasdaq Rule 2251 or “other significant matters” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the PRA stockholder meeting and the ICON EGM will be “non-routine” matters.
If you are a PRA stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:
1.
your broker, bank or other nominee may not vote your shares on the PRA merger agreement proposal, which will have the same effect as a vote “AGAINST” this proposal;
2.
your broker, bank or other nominee may not vote your shares on the PRA adjournment proposal, which will have no effect on the vote count for this proposal (and your shares will not be counted towards determining whether a quorum is present); and
3.
your broker, bank or other nominee may not vote your shares on the PRA advisory compensation proposal, which will have no effect on the vote count for this proposal (and your shares will not be counted towards determining whether a quorum is present).
If you are an ICON shareholder and you do not instruct your broker, bank or other nominee on how to vote your shares:
1.
your broker, bank or other nominee may not vote your shares on the ICON share issuance proposal, which will have no effect on this proposal (but your shares will be counted towards determining whether a quorum is present); and
2.
your broker, bank or other nominee may not vote your shares on the ICON adjournment proposal, which will have no effect on the vote count for this proposal (but your shares will be counted towards determining whether a quorum is present).
Q:
What if a PRA stockholder or ICON shareholder does not vote or returns a proxy or voting instruction card with an “abstain” vote?
A:
PRA: If you are a PRA stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your broker, bank or other nominee how to vote on the merger proposal, this will have the same effect as a vote cast against the merger proposal and will not count towards determining whether a quorum is present. If you are a PRA stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your broker, bank or other nominee how to vote on the PRA adjournment proposal or the PRA advisory compensation proposal, this will have no effect on the vote count for such proposal, and will not count towards determining whether a quorum is present. If you respond with an “abstain” vote on the PRA merger agreement proposal, this will have the same effect as a vote cast against the merger proposal, but will count towards determining whether a quorum is present. If you respond with an “abstain” vote on the PRA adjournment proposal or the PRA advisory compensation proposal, this will have no effect on the vote count for such proposal, but will count towards determining whether a quorum is present.
ICON: If you are an ICON shareholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your broker, bank or other nominee how to vote on any of the ICON proposals, this will have no effect on the vote count for such proposal, but in the case of broker no-votes only will count towards determining whether a quorum is present. If you respond with an “abstain” vote on any of the ICON proposals, this will have no effect on the vote count for any such proposal, but will count towards determining whether a quorum is present.
Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal (and you do not change your vote after delivering your proxy or voting instruction card), the shares of PRA common stock represented by your proxy or voting instruction card will be voted for each PRA proposal in accordance with the recommendation of the PRA board of directors or the ICON ordinary shares represented by your proxy or voting instruction card will be voted for each ICON proposal in accordance with the recommendation of the ICON board of directors.
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Q:
May I change my vote after I have delivered my proxy or voting instruction card?
A:
PRA: As a PRA stockholder, you may change your vote or revoke a proxy before the PRA stockholder meeting. If you are PRA stockholder of record, you may do this by:
sending a written statement to that effect to PRA’s corporate secretary or to any corporate officer of PRA, provided such statement is received no later than June 14, 2021;
voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 14, 2021;
submitting a properly signed proxy card with a later date that is received no later than June 14, 2021; or
attending the PRA stockholder meeting, revoking your proxy and voting in person.
If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the PRA stockholder meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
ICON: As an ICON shareholder, you may change your vote or revoke a proxy before the ICON EGM. If you are an ICON shareholder of record, you can do this by:
delivering written notice to the company secretary of ICON that is received prior to the commencement of the ICON EGM stating that you have revoked your proxy to the company secretary of ICON at the following address:
ICON plc
South County Business Park
Leopardstown
Dublin 18
Ireland
Attention: Company Secretary
signing and returning by mail a proxy card with a later date so that it is received by ICON prior to the commencement of the ICON EGM; or
attending the ICON EGM and voting in person.
ICON encourages shareholders to vote by Internet, by mail or by telephone, rather than attend the ICON EGM in person in light of the public health concerns related to COVID-19. Please refer to the section entitled “The ICON Extraordinary General MeetingAttending the ICON EGM” for more information.
Q:
If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?
A:
If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.
Q:
What should I do if I receive more than one set of voting materials?
A:
PRA stockholders and ICON shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold PRA common stock, or ICON ordinary shares, in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of PRA common stock, or ICON ordinary shares, and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both PRA common stock, and ICON ordinary shares, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of PRA common stock and/or every ICON ordinary share that you own.
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Q:
What if I hold shares in both PRA and ICON?
A:
If you are both a stockholder of PRA and a shareholder of ICON, you will receive two separate packages of proxy materials. A vote cast as a PRA stockholder will not count as a vote cast as an ICON shareholder, and a vote cast as an ICON shareholder will not count as a vote cast as a PRA stockholder. Therefore, please separately submit a proxy or voting instruction card for each of your shares of PRA common stock and your ICON ordinary shares.
Q:
Where can I find the voting results of the PRA stockholder meeting and the ICON EGM?
A:
Preliminary voting results will be announced at the PRA stockholder meeting and the ICON EGM and will be set forth in press releases that PRA and ICON intend to issue after the PRA stockholder meeting and the ICON EGM, respectively. Final voting results for the PRA stockholder meeting and the ICON EGM are expected to be filed by PRA and ICON with the SEC within four (4) business days after the PRA stockholder meeting and the ICON EGM, as applicable.
Q:
If I do not favor the merger, what are my rights?
A:
Under Delaware law, PRA stockholders who neither vote in favor of the adoption of the merger agreement nor consent thereto in writing, who continuously hold their shares of PRA common stock through the effective date of the merger and who otherwise comply with the procedures set forth in Section 262 of the DGCL, will be entitled to appraisal rights in connection with the merger, and if the merger is completed, subject to the provisions of Section 262 of the DGCL, obtain payment in cash of the fair value of their shares of PRA common stock as determined by the Delaware Court of Chancery, together with interest, if any, to be paid on the amount determined to be the fair value, instead of receiving the merger consideration for their shares. Under Section 262 of the DGCL, assuming PRA common stock remains listed on a national securities exchange immediately prior to the effective time of the merger, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of such shares who have perfected their appraisal rights unless (i) the total number of such shares entitled to appraisal exceeds 1% of the outstanding shares of PRA common stock, or (ii) the value of the consideration provided in the merger for such total number of shares entitled to appraisal exceeds $1 million. To exercise appraisal rights, PRA stockholders must comply with the procedures prescribed by Section 262 of the DGCL. These procedures are summarized under the section entitled “Appraisal Rights” beginning on page 20. In addition, a copy of the full text of Section 262 of the DGCL is included as Annex E to this joint proxy statement/prospectus. Failure to comply with these provisions may result in a loss of the right of appraisal.
ICON shareholders are not entitled to appraisal rights under Irish law in connection with the merger or the other transactions contemplated by the merger agreement.
Q:
What are the U.S. federal income tax consequences of the merger to the PRA stockholders?
A:
The merger will be a fully taxable transaction for U.S. federal income tax purposes, but, as explained below, the tax treatment of the merger consideration that consists of ICON ordinary shares and cash in lieu of fractional shares (“Equity Consideration”) may differ from the tax treatment of the cash consideration other than the cash in lieu of fractional ICON ordinary shares (“Cash Consideration”).
Equity Consideration
To the extent you receive Equity Consideration, you should be treated as having sold a portion of each of your shares of PRA common stock in a taxable sale in which any gain or loss will be recognized.
Cash Consideration
To the extent you receive Cash Consideration, depending on your actual and constructive ownership percentage in PRA immediately prior to the merger relative to your actual and constructive ownership in ICON immediately after the merger, you should be treated either as (1) selling the remaining portion of each of your shares of PRA common stock in a taxable sale in which any gain or loss will be recognized or (2) having received a taxable dividend in an amount equal to such Cash Consideration (without reduction for any portion of your tax basis in your PRA common stock). However, because neither ICON nor any other applicable withholding agent will be able to determine whether any particular PRA stockholder qualifies for sale treatment or is subject to dividend
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treatment, ICON intends to assume (both for purposes of withholding (with respect to non-U.S. PRA stockholders) and information reporting to the Internal Revenue Service (“IRS”) (with respect to all PRA stockholders)), and other applicable withholding agents are likely to assume (for such purposes), that every PRA stockholder is subject to dividend treatment. Accordingly, if you are a non-U.S. PRA stockholder, regardless of whether sale (as opposed to dividend) treatment is appropriate in your particular case, the applicable withholding agent is likely to withhold tax at a rate of 30% (or a lower applicable treaty rate) on the gross amount of all Cash Consideration payable to you.
You should consult your tax advisors about the proper tax treatment of the Cash Consideration, including the possibility of avoiding dividend treatment by selling your PRA common stock in advance of the merger and, if you decide not to sell your PRA common stock in advance of the merger, the possibility of reporting the Cash Consideration as sale proceeds on the your U.S. federal income tax return, and/or seeking a refund of any excess withholding tax from the IRS, if sale (as opposed to dividend) treatment is appropriate in your particular case.
You should read the section entitled “Certain United States Federal Income Tax Considerations” beginning on page 171 for a more detailed discussion of the U.S. federal income tax considerations related to the merger.
Q:
When is the merger expected to be completed?
A:
Subject to receipt of required regulatory approvals and satisfaction or waiver of the other conditions to completion of the merger, ICON and PRA expect that the merger will be completed in July 2021. The merger agreement provides that in no event will the merger be completed prior to July 1, 2021. Neither PRA nor ICON can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. See the sections entitled “The MergerReasonable Best Efforts and Regulatory Approvals” beginning on page 111 and “Risk FactorsRisks Relating to the MergerThere is no assurance when or if the merger will be completed” beginning on page 34.
Q:
What are the conditions to the completion of the merger?
A:
In addition to approval of the PRA merger agreement proposal by PRA stockholders and approval of the ICON share issuance proposal by ICON shareholders, completion of the merger is subject to the satisfaction or waiver of a number of other conditions, including the receipt of certain regulatory clearances. See the section entitled “The Merger AgreementConditions to the Completion of the Merger” beginning on page 140.
Q:
What effect will the merger have on PRA and ICON?
A:
The merger is structured as a “reverse triangular merger,” in which Merger Sub, a wholly owned subsidiary of ICON and US HoldCo, will merge with and into PRA, with PRA surviving the merger as a wholly owned subsidiary of ICON and US HoldCo. Upon consummation of the merger, PRA will no longer be a public company and its shares will be delisted from Nasdaq, deregistered under the Exchange Act and cease to be publicly traded. PRA stockholders will receive merger consideration consisting of cash consideration and share consideration in the merger. ICON ordinary shares will continue to be listed on Nasdaq and trade under the symbol “ICLR”, will continue to be registered under the Exchange Act, and ICON will continue to be subject to its reporting obligations under the Exchange Act.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, PRA stockholders will not receive any consideration for their shares of PRA common stock. Instead, PRA and ICON will remain independent public companies and their shares of common stock or ordinary shares, respectively, will continue to be listed and traded separately on Nasdaq. If the merger agreement is terminated under specified circumstances, PRA may be required to pay ICON and US HoldCo a termination fee of $277,000,000 or an expense reimbursement of $100,000,000, or ICON and US HoldCo may be required to pay PRA a termination fee of $388,000,000 or an expense reimbursement of $120,000,000. See the section entitled “The Merger AgreementTermination Fees” beginning on page 142 for a more detailed discussion of the termination fees.
Q:
What respective equity stakes will ICON shareholders and PRA stockholders hold in the combined company immediately following the merger?
A:
Based on the number of ICON ordinary shares and PRA common stock outstanding on February 23, 2021, and the exchange ratio of 0.4125, ICON and PRA estimate that, immediately following completion of the merger,
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former PRA stockholders will hold, in the aggregate, approximately 34% of the issued and outstanding shares of ICON, and ICON shareholders as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 66% of the issued and outstanding ordinary shares of ICON. The exact equity stake of current ICON shareholders and former PRA stockholders in the combined company immediately following the merger will depend on the number of ICON ordinary shares and PRA common stock issued and outstanding immediately prior to the merger.
Q:
What do I need to do now?
A:
You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.
Please do not submit your PRA stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your PRA stock certificates in exchange for ICON ordinary shares from the exchange agent. More information may be found in the sections entitled “The Merger—Exchange of Shares” beginning on page 114 and “The Merger Agreement—Exchange of Shares” beginning on page 117.
Q:
Who should I contact if I have any questions about the proxy materials or voting?
A:
If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for the company in which you hold shares.
PRA stockholders should contact MacKenzie Partners, Inc., the proxy solicitation agent for PRA, at 1407 Broadway, New York, NY 10018. PRA stockholders may call MacKenzie collect at 1-212-929-5500 or toll-free at 1-800-322-2885.
ICON shareholders should contact Georgeson LLC, the proxy solicitation agent for ICON, at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104. ICON shareholders may call Georgeson at 1-866-295-4321 (toll-free within the United States) or at 1-781-575-2137 (outside the United States).
Q:
Where can I find more information about PRA and ICON?
A:
You can find more information about PRA and ICON from the various sources described under the section entitled “Where You Can Find More Information” beginning on page 218.
Q:
Are there other things I should know if I intend to attend the ICON EGM?
A:
ICON encourages stockholders and shareholders to vote by Internet, by mail or by telephone, rather than attend the ICON EGM in person in light of the public health concerns related to COVID-19. Please refer to the section entitled “The ICON Extraordinary General MeetingAttending the ICON EGM” beginning on page 53 for more information.
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SUMMARY
For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/prospectus and does not contain all of the information that may be important to you as an ICON shareholder or a PRA stockholder. To understand the merger fully and for a more complete description of the terms of the merger agreement, you should read carefully this entire joint proxy statement/prospectus, the annexes hereto and the other documents incorporated herein by reference. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the section entitled “Where You Can Find More Informationbeginning on page 218.
The Parties to the Merger (Page 48)
ICON plc
ICON plc is a clinical research organization, founded in Dublin, Ireland in 1990. Over thirty years ICON has grown significantly to become a leading global provider of outsourced development and commercialization services to pharmaceutical, biotechnology, medical device and government and public health organizations. ICON’s mission is to help its clients to accelerate the development of drugs and devices that save lives and improve quality of life. ICON is a public limited company incorporated in Ireland and operates under the Irish Companies Act 2014. ICON’s principal executive office is located at South County Business Park, Leopardstown, Dublin 18, Ireland and its telephone number is +353 1 2912000.
ICON US Holdings Inc.
ICON US Holdings Inc. is a Delaware corporation and a wholly owned subsidiary of ICON. US HoldCo was formed in 2013 and acts primarily as a holding company for ICON’s US subsidiaries. US HoldCo’s principal executive office is located at 2100 Pennbrook Parkway, North Wales, PA 19454, United States and its telephone number is +1 215-616-3000.
Indigo Merger Sub, Inc.
Indigo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ICON and US HoldCo, was formed solely for the purpose of facilitating the merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the merger and the other transactions contemplated by the merger agreement. By operation of the merger, Merger Sub will be merged with and into PRA, with PRA surviving the merger as a wholly owned subsidiary of ICON and US HoldCo. Merger Sub’s principal executive office is located at 2100 Pennbrook Parkway, North Wales, PA 19454, United States and its telephone number is +1 215-616-3000.
PRA Health Sciences, Inc.
PRA Health Sciences, Inc. is one of the world’s leading global contract research organizations by revenue, providing outsourced clinical development and data solution services to the biotechnology and pharmaceutical industries. PRA’s global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, Africa, Australia and the Middle East and more than 17,500 employees worldwide. Since 2000, PRA has participated in approximately 4,000 clinical trials worldwide. In addition, PRA has participated in the pivotal or supportive trials that led to U.S. Food and Drug Administration or international regulatory approval of more than 95 drugs. PRA’s principal executive offices are located at 4130 ParkLake Avenue, Suite 400, Raleigh, North Carolina 27612, United States and its telephone number is +1 919-786-8200.
The Merger and the Merger Agreement (Page 66 and 116)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.
Pursuant to the merger agreement, Merger Sub will merge with and into PRA. At the effective time, the separate existence of Merger Sub will cease, and PRA will be the surviving corporation and a wholly owned subsidiary of ICON and US HoldCo. Following the merger, PRA common stock will be delisted from Nasdaq, deregistered under the Exchange Act and will cease to be publicly traded.
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Merger Consideration (Page 66)
In the merger, each share of PRA common stock (other than excluded shares, as defined in the section entitled “The Merger—Merger Consideration” beginning on page 66, and dissenting shares, as defined in the section entitled “The Merger Agreement—Dissenting Shares” beginning on page 119) will be converted automatically into the right to receive (i) 0.4125 of one ICON ordinary share, which number is referred to as the exchange ratio, and (ii) $80.00 in cash, without interest. The exchange ratio is fixed and will not be adjusted for changes in the market price of either ICON ordinary shares or PRA common stock prior to completion of the merger. No fractional ICON ordinary shares will be issued upon the conversion of shares of PRA common stock pursuant to the merger agreement. Each PRA stockholder that otherwise would have been entitled to receive a fraction of a share of ICON ordinary shares will be entitled to receive cash in lieu of a fractional share. At the effective time of the merger, all excluded shares (other than subsidiary-held shares) will be cancelled and will cease to exist, and no payment will be made in respect of such shares.
ICON shareholders will continue to own the ICON ordinary shares held by them immediately prior to the merger, and such shares will not be affected by the merger.
For more information on the exchange ratio and the merger consideration, see the sections entitled “The Merger—Merger Consideration” beginning on page 66 and “The Merger Agreement—Merger Consideration” beginning on page 117.
Treatment of PRA Equity Awards (Page 117)
PRA Stock Options
At the effective time, each PRA stock option, whether vested or unvested, that is outstanding as of immediately prior to the effective time, will be assumed by ICON and converted into an option to purchase a number of ICON ordinary shares equal to the product of (i) the number of shares of PRA common stock subject to such PRA stock option immediately prior to the effective time and (ii) the equity award conversion ratio (as defined below) (rounded down to the nearest whole number of ICON ordinary shares on an award-by-award basis), with an exercise price equal to the quotient of (x) the exercise price per share of PRA common stock subject to such PRA stock option and (y) the equity award conversion ratio (rounded up to the nearest whole cent), in each case, subject to the same terms and conditions as were applicable to such PRA stock option immediately prior to the effective time (including applicable vesting conditions).
PRA Restricted Stock
At the effective time, each outstanding restricted share of PRA common stock will vest at closing and be converted automatically into the right to receive the merger consideration for each such share.
PRA Restricted Stock Units
At the effective time, each outstanding restricted stock unit award in respect of PRA common stock, whether vested or unvested, will be assumed by ICON and converted into a number of restricted share units with respect to a number of ICON ordinary shares equal to the product of (i) the number of such PRA restricted stock units and (ii) the equity award conversion ratio (rounded down to the nearest whole number of ICON restricted share units on an award-by-award basis), subject to the same terms and conditions as were applicable to such PRA restricted stock unit award immediately prior to the effective time (including applicable vesting conditions).
ICON’s Reasons for the Merger (Page 78)
The ICON board of directors unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and the ICON share issuance. ICON is engaging in the merger transaction because ICON’s management and board of directors believe that the merger will provide significant strategic opportunities for ICON. There can be no assurance that any anticipated strategic opportunities will be realized. ICON shareholders are not required to approve the adoption of the merger agreement under Irish law. Accordingly, ICON shareholders are not being asked to vote on the merger or the adoption of the merger agreement. See the section titled “The Merger—ICON’s Reasons for the Merger” beginning on page 78.
PRA’s Reasons for the Merger (Page 73)
PRA’s board of directors unanimously recommends that PRA stockholders vote “FOR” the PRA merger agreement proposal (PRA Proposal 1).
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The PRA board of directors unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, PRA and its stockholders. In reaching its decision to approve and declare advisable the merger agreement, the merger and the other transactions contemplated thereby and to recommend the adoption of the merger agreement to PRA stockholders, the PRA board of directors consulted with PRA’s senior management, as well as outside legal and financial advisors, and considered a number of factors it believed supported its decision to enter into the merger agreement, including without limitation those listed in the section entitled “The Merger—Recommendation of the PRA Board of Directors; PRA’s Reasons for the Merger” beginning on page 73.
Opinion of ICON’s Financial Advisor (Page 78 and Annex B)
ICON retained Centerview Partners LLC, which is referred to in this joint proxy statement/prospectus as Centerview, as financial advisor to the ICON board of directors in connection with the proposed merger and the other transactions contemplated by the merger agreement, which are collectively referred to as the “Transaction” in this paragraph and in the section of this joint proxy statement/prospectus entitled “The MergerOpinion of ICON’s Financial Advisor.” In connection with this engagement, the ICON board of directors requested that Centerview evaluate the fairness, from a financial point of view, to ICON of the merger consideration (referred to as the “Consideration” in this paragraph and in the sections of this joint proxy statement/prospectus entitled “ICON’s Reasons for the Merger” and “The MergerOpinion of ICON’s Financial Advisor”) proposed to be paid by ICON and its subsidiaries pursuant to the merger agreement. On February 23, 2021, Centerview rendered to the ICON board of directors its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 23, 2021, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Consideration proposed to be paid pursuant to the merger agreement was fair, from a financial point of view, to ICON. The full text of Centerview’s written opinion, dated February 23, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the ICON board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to ICON of the Consideration to be paid by ICON and its subsidiaries pursuant to the merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the Transaction and does not constitute a recommendation to any ICON shareholder or any other person as to how such shareholder or other person should vote with respect to the merger or otherwise act with respect to the Transaction or any other matter.
The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.
Opinions of PRA’s Financial Advisors (Page 88, Annex C and Annex D)
BofA Securities, Inc.
On February 24, 2021, at a meeting of the PRA board of directors held to evaluate the merger, BofA Securities, Inc. (“BofA Securities”), PRA’s financial advisor, delivered to the PRA board of directors BofA Securities’ oral opinion, which was confirmed by delivery to the PRA board of directors of a written opinion dated February 24, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the merger by PRA stockholders was fair, from a financial point of view, to such holders.
The full text of BofA Securities’ written opinion to the PRA board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety. The summary of BofA Securities’ opinion included in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of BofA Securities’ written opinion. BofA Securities delivered its opinion to the PRA board of directors for the benefit and use of the PRA board of directors (in its capacity as such) in connection with and for
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purposes of its evaluation of the merger. BofA Securities’ opinion does not address any other terms or other aspects or implications of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to PRA or in which PRA might engage or as to the underlying business decision of PRA to proceed with or effect the merger. BofA Securities’ opinion does not address any other aspect of the merger and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter. See the section entitled “The Merger—Opinions of PRA’s Financial Advisors” beginning on page 88.
UBS Securities LLC
On February 24, 2021, at a meeting of the PRA board of directors held to evaluate the merger, UBS Securities LLC (“UBS”) delivered to the PRA board of directors an oral opinion, which opinion was confirmed by delivery of a written opinion dated the same date, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger consideration to be received by PRA stockholders in the merger was fair, from a financial point of view, to such holders.
The full text of UBS’ opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS. The opinion is attached to this joint proxy statement/prospectus as Annex D and is incorporated herein by reference. UBS’ opinion was provided for the benefit of the PRA board of directors (in its capacity as such) in connection with, and for the purpose of, its evaluation of the merger consideration in the merger and addresses only the fairness, from a financial point of view, of the merger consideration to be received by PRA stockholders in the merger. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to PRA or PRA’s underlying business decision to effect the merger. The opinion does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the merger. PRA stockholders are encouraged to read UBS’ opinion carefully in its entirety. See the section entitled “The Merger—Opinions of PRA’s Financial Advisors” beginning on page 88.
Proxy Solicitation Costs (Page 52 and 60)
ICON and PRA are soliciting proxies to provide an opportunity to all ICON shareholders and PRA stockholders to vote on agenda items at the EGM or special meeting, respectively, whether or not they are able to attend their respective EGM or special meeting or an adjournment or postponement thereof. ICON’s and PRA’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for doing this. ICON and PRA may be required to reimburse banks, brokers and other persons for expenses they incur in forwarding proxy materials to obtain voting instructions from beneficial stockholders. ICON has hired Georgeson LLC to assist in the solicitation of proxies, and PRA has hired MacKenzie Partners, Inc. to assist in the solicitation of proxies. The total cost of solicitation of proxies will be borne by ICON and PRA. For a description of the costs and expenses to ICON and PRA of soliciting proxies, see “The ICON EGM—Proxy Solicitation Costs” beginning on page 52 and “The PRA Stockholder Meeting—Proxy Solicitation Costs” beginning on page 60.
The ICON EGM (Page 50)
The ICON EGM will be held on Tuesday, June 15, 2021, beginning at 3:30 p.m., Dublin time, at ICON’s global headquarters in South County Business Park, Leopardstown, Dublin 18, Ireland.
The purposes of the ICON EGM are as follows:
ICON Proposal 1: Approval of the Issuance of ICON ordinary shares to PRA stockholders pursuant to the merger agreement. To consider and vote on the ICON share issuance proposal; and
ICON Proposal 2: Adjournment of the ICON EGM. To consider and vote on the ICON adjournment proposal.
Completion of the merger is conditioned on the approval of ICON Proposal 1 by the required ICON’s vote.
ICON board of directors unanimously recommends that ICON’s shareholders vote “FOR” the ICON share issuance proposal (ICON Proposal 1).
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Only holders of record of issued and outstanding ICON ordinary shares as of the close of business on April 26, 2021, the record date for the ICON EGM, are entitled to notice of, and to vote at, the ICON EGM or any adjournment or postponement of the ICON EGM. ICON shareholders may cast one vote for each share of ICON ordinary shares that ICON shareholders owned as of the record date.
Assuming a quorum is present at the ICON EGM, approval of the ICON share issuance proposal requires the affirmative vote of a majority of votes cast at the ICON EGM. A shareholder’s abstention from voting, a broker non-vote or other failure to vote (including a failure to instruct your bank, broker or other nominee to vote) will have no effect on the outcome of the proposal.
Approval of the ICON adjournment proposal requires the affirmative vote of a majority of the votes cast at the ICON EGM. A shareholder’s abstention from voting, a broker non-vote or other failure to vote (including a failure to instruct your bank, broker or other nominee to vote) will have no effect on the outcome of the proposal.
The PRA Stockholder Meeting (Page 57)
Due to the public health concerns regarding the coronavirus (COVID-19) outbreak, the PRA stockholder meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/PRAH2021SM on June 15, 2021 at 10:30 a.m. Eastern Time. The PRA stockholder meeting will be held online only and you will not be able to attend in person. Online check-in will begin at 10:15 a.m. Eastern Time and you should allow ample time for the check-in procedures. You will be able to vote your shares electronically by Internet and submit questions online during the PRA stockholder meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.
The purposes of the PRA stockholder meeting are as follows:
PRA Proposal 1: Adoption of the Merger Agreement. To consider and vote on the PRA merger agreement proposal;
PRA Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Compensatory Arrangements with PRA’s Named Executive Officers. To consider and vote on the PRA compensation proposal; and
PRA Proposal 3: Adjournments of the PRA Stockholder Meeting. To consider and vote on the PRA adjournment proposal.
Completion of the merger is conditioned on adoption of the merger agreement by PRA’s stockholders. Approval of the advisory proposal concerning the merger-related compensation arrangements for PRA’s named executive officers is not a condition to the obligation of either PRA or ICON to complete the merger.
Only holders of record of issued and outstanding shares of PRA common stock as of the close of business on April 26, 2021, the record date for the PRA stockholder meeting, are entitled to notice of, and to vote at, the PRA stockholder meeting or any adjournment or postponement of the PRA stockholder meeting. PRA stockholders may cast one vote for each share of PRA common stock that PRA stockholders owned as of that record date.
Assuming a quorum is present at the PRA stockholder meeting, the PRA merger agreement proposal requires the affirmative vote of a majority of the outstanding shares of PRA common stock entitled to vote thereon. Shares of PRA common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the proposal to approve the merger agreement.
Assuming a quorum is present at the PRA stockholder meeting, approval of the PRA compensation proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. Accordingly, an abstention will have the same effect as a vote “AGAINST” the PRA compensation proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of the PRA compensation proposal.
Whether or not there is a quorum, the approval of the PRA adjournment proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. Accordingly, an abstention will have the same effect as a vote “AGAINST” the PRA adjournment proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of the PRA adjournment proposal.
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Interests of ICON’s Directors and Executive Officers in the Merger (Page 166)
In considering the recommendation of the ICON board of directors to vote for the ICON share issuance proposal, ICON shareholders should be aware that ICON’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of ICON shareholders generally and that may create potential conflicts of interest. These interests include, following the closing of the merger, that certain of ICON’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company. The members of the ICON board of directors were aware of and considered these interests, among other matters, when evaluating the merger agreement and the merger and when ultimately approving the merger agreement and the merger. These interests are described in more detail in the section entitled “Interests of ICON’s Directors and Executive Officers in the Merger” beginning on page 166.
At the close of business on April 26, 2021, directors and executive officers of ICON beneficially owned and were entitled to vote approximately 638,389 ICON ordinary shares, collectively representing 1.21% of the ICON ordinary shares outstanding on April 26, 2021. The affirmative vote of ICON shareholders representing more than 50% of the votes cast at the ICON EGM, either in person or by proxy, is required for approval of the ICON share issuance. Although none of ICON’s directors and executive officers has entered into any agreement obligating them to do so, ICON currently expects that all of its directors and executive officers will vote their shares “FOR” the ICON share issuance proposal and “FOR” the ICON adjournment proposal. For more information regarding the security ownership of ICON directors and executive officers, see Item 6 in ICON’s Annual Report on Form 20-F filed with the SEC on February 24, 2021, which is incorporated into this joint proxy statement/prospectus by reference.
Interests of PRA’s Directors and Executive Officers in the Merger (Page 167)
In considering the recommendation of the PRA board with respect to the merger proposal and the non-binding advisory compensation proposal, PRA stockholders should be aware that the directors and executive officers of PRA have interests in the merger that may be different from, or in addition to, the interests of PRA stockholders generally. The members of the PRA board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and in determining to recommend that PRA stockholders approve the merger proposal. These interests are described in more detail in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167.
Certain Beneficial Owners of PRA common stock (Page 214)
At the close of business on April 26, 2021, directors and executive officers of PRA beneficially owned and were entitled to vote approximately 981,275 shares of PRA common stock, collectively representing 1.5% of the shares of PRA common stock outstanding on April 26, 2021. The affirmative vote of PRA stockholders representing more than 50% of the outstanding shares of PRA common stock, present either in person or by proxy, is required for approval of the PRA merger agreement proposal. Although none of them has entered into any agreement obligating them to do so, PRA currently expects that all of its directors and executive officers will vote their shares “FOR” the PRA merger agreement proposal, “FOR” the PRA compensation proposal, and “FOR” the PRA adjournment proposal. For more information regarding the security ownership of PRA directors and executive officers, see the information provided in the section entitled “Certain Beneficial Owners of PRA common stock—Security Ownership of PRA Directors and Executive Officers” beginning on page 214.
Reasonable Best Efforts and Regulatory Approvals (Page 111)
ICON and PRA have agreed to each use, and cause their respective subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing all things necessary, proper or advisable under applicable law to obtain required regulatory approvals.
The completion of the merger is subject to the receipt of antitrust clearance in the United States, Austria, Germany and Russia, and to approval of foreign direct investment in each of Austria, France, Germany, Italy and New Zealand. In the United States, ICON and PRA each filed a notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or HSR Act, which is referred to as an HSR notification, with the Federal Trade Commission, or FTC, and the Department of Justice, or DOJ, on March 15, 2021. The waiting period under the HSR Act with respect to the filed notifications expired on April 14, 2021. ICON and PRA have submitted antitrust filings in Austria, Germany and Russia. Approval was received with respect to antitrust filings in Austria and
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Germany on April 17, 2021, and April 12, 2021, respectively. ICON and PRA have also submitted foreign direct investment filings in Austria, France, Germany, Italy and New Zealand. Approval with respect to the New Zealand filing was received on April 19, 2021, and approvals with respect to the German and Italian foreign direct investment filings were received on April 22, 2021.
Subject to receipt of required regulatory approvals and satisfaction or waiver of the other conditions to completion of the merger, ICON and PRA expect the merger to close in July 2021.
Ownership of ICON after the Merger (Page 112)
Based on the number of ICON ordinary shares and PRA common stock outstanding on February 23, 2021, and the exchange ratio of 0.4125, ICON and PRA estimate that, immediately following completion of the merger, former PRA stockholders will hold, in the aggregate, approximately 34% of the issued and outstanding ordinary shares of ICON, and ICON shareholders as of immediately prior to the completion of the merger will hold, in the aggregate, approximately 66% of the issued and outstanding ordinary shares of ICON.
Governance of ICON after the Merger (Page 112)
The combined company will be headquartered in Dublin, Ireland. Dr. Steve Cutler, Chief Executive Officer of ICON plc, will serve as Chief Executive Officer of the combined company and Brendan Brennan, Chief Financial Officer of ICON plc, will serve as Chief Financial Officer. Ciaran Murray, Chairman of ICON plc, will serve as the Chairman of the Board of Directors of the combined company.
The constitution of ICON as currently in effect will be the constitution of ICON after the merger, until thereafter amended as provided therein or by applicable law.
ICON’s constitution provides that, unless otherwise determined by ICON at a general meeting, the number of directors shall not be more than fifteen (15) nor fewer than three (3). ICON’s board of directors comprises one (1) executive director and nine (9) outside or non-executive directors at the date of this joint proxy statement/prospectus. Under the merger agreement, ICON has agreed to take all reasonably necessary action to cause, as of the closing, Colin Shannon, the chief executive officer of PRA, and one additional current member of PRA’s board of directors to be mutually agreed, to be appointed to ICON’s board of directors, in each case until the next annual general meeting of ICON, and to nominate such two (2) new directors for re-election to the ICON board at such next annual general meeting of ICON. ICON and PRA expect that, after giving effect to such appointments, ICON’s board of directors will comprise one (1) executive director and eleven (11) outside directors.
ICON is a foreign private issuer and, as such, is eligible for exemption from certain Nasdaq corporate governance requirements that apply to issuers that are not foreign private issuers.
Appraisal Rights (Page 208)
Pursuant to Section 262 of the DGCL, PRA stockholders who do not vote in favor of the adoption of the merger agreement or consent thereto in writing, who continuously hold their shares of PRA common stock through the effective date of the merger and who otherwise comply with the applicable requirements of Section 262 of the DGCL will be entitled to appraisal rights in connection with the merger, and if the merger is completed, subject to the provisions of Section 262 of the DGCL, obtain payment in cash of the fair value of their shares of PRA common stock, as determined by the Delaware Court of Chancery, together with interest, if any, on the amount determined to be the fair value, instead of receiving the merger consideration for their shares. The “fair value” of shares of PRA common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the merger consideration that PRA stockholders would otherwise be entitled to receive under the terms of the merger agreement.
The right to seek appraisal will be lost if a PRA stockholder votes “FOR” adoption of the merger agreement. However, abstaining or voting against adoption of the merger agreement is not in itself sufficient to perfect appraisal rights because additional actions must also be taken to perfect such rights.
PRA stockholders who wish to exercise the right to seek an appraisal of their shares must so advise PRA by delivering a written demand for appraisal prior to the taking of the vote on the merger agreement at the PRA stockholder meeting, and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of PRA common stock held of record in the name of another person, such as
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a nominee or intermediary, must act promptly to cause the record holder to follow the steps required by Section 262 of the DGCL and in a timely manner to make the written demand for appraisal. In view of the complexity of Section 262 of the DGCL, PRA stockholders that may wish to pursue appraisal rights are urged to consult their legal and financial advisors. In addition, assuming the shares of PRA common stock remain listed on a national securities exchange immediately prior to the effective time of the merger, under Section 262 of the DGCL, the Delaware Court of Chancery will dismiss any appraisal proceedings as to all PRA stockholders who have perfected their appraisal rights unless (i) the total number of such shares entitled to appraisal exceeds 1% of the outstanding shares of PRA common stock, or (ii) the value of the merger consideration provided in the merger agreement for the total number of shares of PRA common stock entitled to appraisal exceeds $1 million. See the section entitled “Appraisal Rights” beginning on page 208.
ICON shareholders are not entitled to appraisal rights under Irish law in connection with the merger or the other transactions contemplated by the merger agreement.
Conditions to the Completion of the Merger (Page 140)
Each party’s obligation to effect the merger is subject to the satisfaction at closing or waiver at or prior to closing of each of the following conditions:
receipt of the required PRA vote and the required ICON vote (each as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127);
the expiration or termination of the waiting periods (and any extension thereof or any agreement with any governmental entity by a party not to consummate the merger) applicable to the merger under the HSR Act and the making of all required filings and obtainment of all required approvals (or expiration or termination of waiting periods) under applicable antitrust laws of certain jurisdictions;
obtainment of certain consents, approvals and other authorizations of governmental entities free of any burdensome condition;
the ICON ordinary shares to be issued to PRA stockholders in accordance with the merger agreement having been approved for listing on Nasdaq, subject to official notice of issuance;
the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part and the absence of a stop order or proceedings seeking a stop order;
absence of any governmental entity having jurisdiction over any party having enacted, issued, promulgated, enforced, or entered any laws or orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the merger, the ICON share issuance, or the other transactions contemplated by the merger agreement;
the accuracy of the representations and warranties of the other party to the extent required under the merger agreement;
the performance in all material respects by each party of all obligations and compliance in all material respects with the agreements and covenants in the merger agreement required to be performed by or complied with by it at or prior to the closing date;
the receipt by each party of a certificate signed by the chief executive officer or chief financial officer of the other party certifying that specified conditions in the two (2) immediately preceding bullets have been satisfied to the extent required under the merger agreement; and
that ICON has in place a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with The Depository Trust Company in respect of the ICON ordinary shares issuable as merger consideration pursuant to the merger agreement, both of which are in full force and effect and are enforceable in accordance with their terms.
For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 140.
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No Solicitation of Takeover Proposals; No Change of Recommendation (Page 127)
No Solicitation of Takeover Proposals
Each of ICON and PRA have agreed not to, and to cause its subsidiaries and its and its subsidiaries’ respective directors, officers and employees not to, and use reasonable best efforts to cause other representatives (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) of it and its subsidiaries not to, directly or indirectly, and except as expressly permitted under the merger agreement:
solicit, initiate, propose, or knowingly encourage or knowingly facilitate the submission of any takeover proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) or the making of any proposal that would reasonably be expected to lead to any takeover proposal;
enter into, continue, conduct, engage or otherwise participate in any discussions or negotiations with, disclose any non-public information relating to such party or its subsidiaries to, afford access to the business, properties, assets, books, or records of such party or its subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a takeover proposal;
(i) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of such party or its subsidiaries (provided that, PRA shall be permitted on a confidential non-public basis to release or waive any explicit or implicit standstill or similar agreement solely to the extent necessary to permit the relevant party thereto to submit a takeover proposal to the PRA board of directors on a confidential non-public basis and solely to the extent the PRA board of directors determines in good faith that the failure to do so would be inconsistent with its fiduciary duties under applicable law), or (ii) in the case of PRA, approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL;
enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other contract (in the case of PRA, other than a confidentiality agreement that (i) contains confidentiality provisions that are no less favorable in any material respect to a party to the merger agreement than those contained in the confidentiality agreement between ICON and PRA, and (ii) does not restrict, in any manner, PRA’s ability to consummate the transactions contemplated by the merger agreement or to comply with its disclosure obligations to ICON pursuant to the merger agreement, entered into in compliance with the terms and conditions of the merger agreement) relating to any takeover proposal (which is referred to as the acquisition agreement);
in the case of ICON, submit any takeover proposal to the vote of shareholders of ICON; or
approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding anything to the contrary in the merger agreement, such party or any of its representatives may, in response to an inquiry or proposal from a third party, inform such third party of the restrictions imposed by the foregoing provisions.
Notwithstanding anything in the merger agreement to the contrary, in the case of PRA, prior to the time that the required PRA vote is obtained, in response to a bona fide takeover proposal after the date of the merger agreement that did not result from a breach of the obligations described in this section, PRA may:
participate in negotiations or discussions with the third party making such takeover proposal regarding such takeover proposal; and
furnish to such third party non-public information relating to PRA or its subsidiaries pursuant to an executed confidentiality agreement that that (i) contains confidentiality provisions that are no less favorable in any material respect to a party to the merger agreement than those contained in the confidentiality agreement between ICON and PRA, and (ii) does not restrict, in any manner, PRA’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to ICON pursuant to the merger agreement, entered into in compliance with the terms and conditions of the merger agreement
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(a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes to ICON); provided that such non-public information relating to PRA or its subsidiaries was previously made available to, or is concurrently made available to, ICON;
in each case only if, prior to doing so, the board of directors of PRA believes in good faith, after consultation with outside legal counsel and financial advisors constitutes or would reasonably be expected to lead to a superior proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127).
Existing Discussions
Following the execution and delivery of the merger agreement, each of ICON and PRA shall not, and shall cause its subsidiaries and its and their officers, employees and directors not to, and shall use reasonable best efforts to cause the other representatives of such party and its subsidiaries not to continue, any and all existing activities, discussions, or negotiations, if any, with any third party (or its agents or advisors) conducted prior to the date of the merger agreement with respect to any takeover proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of such party and its subsidiaries that was furnished by or on behalf of such party or its subsidiaries to return or destroy (and confirm destruction of) all such information and immediately terminate access by any third party to any physical or electronic data room relating to any potential takeover proposal.
No Change of Recommendation
ICON and PRA have agreed that, except as otherwise set forth in the merger agreement, neither the ICON board nor the PRA board, nor any committee thereof, will:
withhold or withdraw (or amend, modify or materially qualify, in a manner adverse to PRA or to ICON or Merger Sub, as applicable), the ICON recommendation or the PRA recommendation (each as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 120);
fail to include the ICON recommendation or the PRA recommendation, as applicable, in this joint proxy statement/prospectus when disseminated to ICON shareholders or PRA stockholders, as applicable;
adopt, approve or recommend a takeover proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127);
fail to recommend against acceptance of any tender offer or exchange offer for the ICON ordinary shares or the PRA common stock, as applicable, within ten (10) business days after the commencement of such offer (within the meaning of Rule 14d-2 under the Exchange Act);
fail to reaffirm (publicly, if so requested by PRA or ICON, as applicable), the ICON recommendation or the PRA recommendation, as applicable, within ten (10) business days after the date any takeover proposal (or material modification thereto) is first publicly disclosed by PRA, ICON or the person making such takeover proposal; or
resolve, agree or publicly propose to take any of the actions in the previous five (5) bullets.
Change of Recommendation for an Intervening Event
Notwithstanding anything in the merger agreement to the contrary, prior to the time, in the case of PRA, the required PRA vote is obtained or, in the case of ICON, the required ICON vote is obtained, the PRA board of directors or the ICON board of directors, as applicable, may effect an adverse recommendation change in response to an intervening event (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) only if such board of directors determines in good faith, after consultation with its outside legal counsel and a financial advisor of national reputation, that the failure to do so would be inconsistent with such board of directors’ fiduciary duties under applicable law, only if all of the following conditions are met:
PRA or ICON, as applicable, has first provided to the other party an intervening event notice (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of
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Recommendation” beginning on page 127) at least three (3) business days in advance advising such other party of its intention to make an adverse recommendation change and specifying in reasonable detail the intervening event (it being understood that the delivery and receipt of any such notice shall not, in and of itself, be an adverse recommendation change);
prior to making such an adverse recommendation change, to the extent requested in writing by the other party, engages in good faith negotiations with the other party during such three (3) business day period to amend the merger agreement in such a manner that the failure of the board of directors of such party to make an adverse recommendation change with respect to such intervening event would no longer be, in the good faith determination of the board of directors of such party in consultation with its outside legal counsel and financial advisor of national reputation, inconsistent with the directors’ fiduciary duties under applicable law (it being understood that, if after commencement of the intervening event notice period (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127), there is any material change to the circumstances giving rise to the intervening event that was previously the subject of a notice under the merger agreement, a new notice to the other party shall be required as provided above; provided, that with respect to each such material change, each reference in the merger agreement to a “three (3) business day” period shall be changed to refer to a “two (2) business day” period); and
at the conclusion of the intervening event notice period, the board of directors of PRA or ICON, as applicable (or a committee thereof, in the case of PRA) shall have determined in good faith, after consultation with its outside legal counsel and a financial advisor of national reputation, that in light of such intervening event and taking into account any revised terms proposed by the other party, the failure to make an adverse recommendation change would be inconsistent with the directors’ fiduciary duties under applicable law.
Change of Recommendation for a Superior Proposal
In the case of PRA, prior to the time the required stockholder vote of PRA stockholders to adopt the merger agreement, which is referred to as the required PRA vote, is obtained, PRA directly or indirectly through any representative may, subject to certain notification requirements:
participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide takeover proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) that did not arise from a breach of the obligations set forth in the merger agreement in writing that the PRA board of directors believes in good faith, after consultation with outside legal counsel and financial advisor, constitutes or would reasonably be expected to lead to a superior proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127);
furnish to such third party non-public information relating to PRA or its subsidiaries pursuant to an executed confidentiality agreement that constitutes an acceptable confidentiality agreement (a copy of which confidentiality agreement shall be promptly (in all events within twenty-four (24) hours) provided for informational purposes to ICON); provided that such non-public information relating to PRA or its subsidiaries was previously made available to, or is concurrently made available to ICON;
following receipt of and on account of a superior proposal, make an adverse recommendation change; and/or
take any action that any court of competent jurisdiction orders PRA to take (which order remains unstayed), but in each case referred to in the foregoing clause or in the foregoing three (3) bullets, only if PRA board of directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the board of directors under applicable law.
Notice Regarding Takeover Proposals
Each of ICON and PRA must promptly (and, in any event, within twenty-four (24) hours in the case of PRA and two (2) business days in the case of ICON) notify the other party of any takeover proposal, any inquiry that would reasonably be expected to lead to a takeover proposal, any request for non-public information relating to such party
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or its subsidiaries, or for access to the business, properties, assets, books, or records of such party or its subsidiaries by any third party that would reasonably be expected to lead to a takeover proposal. In such notice, such party shall identify the third party making, and details of the material terms and conditions of, any such takeover proposal, indication or request, including any proposed financing. Such party shall keep the other party reasonably informed, on a reasonably current basis, of the status and material terms of such takeover proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof.
Termination of the Merger Agreement (Page 141)
Termination by Mutual Consent
The merger agreement may be terminated at any time prior to the effective time by mutual written consent of ICON and US HoldCo, on the one hand, and PRA, on the other hand. Termination by Either ICON or PRA.
Either ICON and US HoldCo, on the one hand, or PRA, on the other hand, may terminate the merger agreement at any time prior to the effective time if:
the merger has not been completed by 11:59 p.m., Eastern Time, on February 24, 2022 (which date is referred to as the end date), subject to extension of the end date in certain circumstances and to certain exceptions, including that such right to terminate will not be available to any party whose material breach of any provision in the merger agreement has been the proximate cause of, or resulted in, the failure of the merger to be consummated on or before such time, in each case as further described in the section entitled “The Merger Agreement—Termination of the Merger AgreementTermination by Mutual Consent” beginning on page 141;
any final, nonappealable law or order has been enacted, issued, promulgated, enforced or entered by any governmental entity having competent jurisdiction over ICON, US HoldCo, Merger Sub or PRA that makes illegal, permanently enjoins, or otherwise permanently prohibits the consummation of the merger or the ICON share issuance, although such right to terminate will not be available to any party whose material breach of any provision in the merger agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such law or order;
the merger agreement has been submitted to the PRA stockholders for adoption at a duly convened PRA stockholders meeting and the requisite vote shall not have been obtained at the PRA stockholders meeting (unless such stockholder meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or
the ICON share issuance has been submitted to the shareholders of ICON for approval at a duly convened ICON EGM and the requisite vote shall not have been obtained at the EGM (unless the EGM has been adjourned or postponed, in which case at the final adjournment or postponement thereof).
Termination by ICON and US HoldCo
In addition, ICON and US HoldCo may terminate the merger agreement at any time prior to the effective time, if:
prior to the time the required PRA vote is obtained, a PRA adverse recommendation change has occurred; or
there has been a breach of any representation, warranty, covenant, or agreement on part of PRA set forth in the merger agreement such that the conditions to the closing of the merger would not be satisfied, and such breach is incapable of being cured by the end date or, if capable of being cured before the end date, has not been cured by PRA within thirty (30) days after written notice has been given by ICON or US HoldCo to PRA of such breach or failure to perform; provided, that ICON and US HoldCo shall not have the right to terminate the merger agreement if ICON, US HoldCo or Merger Sub is then in material breach of any representation, warranty, covenant, or obligation under the merger agreement (it being understood and agreed that if ICON and US HoldCo remedy any such breach, then it may terminate the merger agreement pursuant to this bullet when such breach has been so remedied).
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Termination by PRA
In addition, PRA may terminate the merger agreement at any time prior to the effective time, if:
prior to the time the required PRA vote is obtained at PRA stockholders meeting, the board of directors of PRA authorizes PRA, to the extent permitted and subject to full compliance with the terms and conditions of the merger agreement, to enter into a definitive agreement in respect of a superior proposal; provided, that PRA shall have paid any applicable amounts due under the merger agreement; and provided further, that in the event of such termination, PRA substantially concurrently enters into such definitive agreement with respect to such superior proposal;
prior to the time the required ICON vote is obtained, an ICON adverse recommendation change has occurred (whether or not such ICON adverse recommendation change is permitted by the merger agreement); or
if there shall have been a breach of any representation, warranty, covenant, or agreement on the part of ICON, US HoldCo or Merger Sub set forth in the merger agreement such that the conditions to the closing of the merger would not be satisfied and such breach is incapable of being cured by the end date or, if capable of being cured before the date, has not been cured by ICON, US HoldCo or Merger Sub within thirty (30) days after written notice has been given by PRA to ICON of such breach or failure to perform; provided, that PRA will not have the right to terminate the merger agreement if PRA is then in material breach of any representation, warranty, covenant, or obligation under the merger agreement (it being understood and agreed that if PRA remedies any such breach, then it may terminate the merger agreement when such breach has been so remedied).
Termination Fees (Page 142)
PRA will be required to pay to ICON and US HoldCo a termination fee of $277,000,000 if the merger agreement is terminated (with each following termination right as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 141):
by ICON and US HoldCo due to a PRA adverse recommendation change;
by PRA due to PRA entering into a definitive agreement in respect of a superior proposal;
by ICON and US HoldCo or PRA for a failure to obtain PRA stockholder approval at a time when the merger agreement was terminable by ICON for a PRA adverse recommendation change;
by ICON and US HoldCo due to a terminable breach by PRA or by ICON or PRA due to a failure to complete to merger by the end date, in each case (A) prior to such termination a PRA takeover proposal shall have been publicly disclosed or otherwise publicly known or otherwise made or communicated to the PRA board of directors and not publicly withdrawn without qualification at least seven (7) business days prior to such termination (provided that a PRA takeover proposal shall be deemed not to have been publicly withdrawn if a PRA acquisition agreement with respect to such PRA takeover proposal is entered into within the time period set forth in clause (B)) and (B) within twelve (12) months following the date of such termination PRA shall have entered into a PRA acquisition agreement with respect to any PRA takeover proposal, or any PRA takeover proposal shall have been consummated (in each case whether or not such PRA takeover proposal is the same as the original PRA takeover proposal made, communicated, or publicly disclosed); or
ICON and US HoldCo or PRA due to a failure to obtain PRA stockholder approval and (A) prior to the PRA stockholders meeting a PRA takeover proposal shall have been publicly disclosed or otherwise publicly known or otherwise made or communicated to PRA board of directors and not publicly withdrawn without qualification at least seven (7) business days prior to the PRA stockholders meeting (provided that a PRA takeover proposal shall be deemed not to have been publicly withdrawn if a PRA acquisition agreement with respect to such PRA takeover proposal is entered into within the time period set forth in clause (B)) and (B) within twelve (12) months following the date of such termination PRA shall have entered into a PRA acquisition agreement with respect to any PRA takeover proposal, or any PRA takeover proposal shall have been consummated (in each case whether or not such PRA takeover proposal is the same as the original PRA takeover proposal made, communicated, or publicly disclosed).
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PRA will be required to pay ICON and US HoldCo expense reimbursement in an amount of $100,000,000 (excluding any amounts in respect of VAT, if applicable) if the merger agreement is terminated by ICON and US HoldCo or PRA due to a failure to obtain PRA stockholder approval.
ICON and US HoldCo will be required to pay to PRA a termination fee of $388,000,000 if the merger agreement is terminated (with each following termination right as defined in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 141):
by PRA due to an ICON adverse recommendation change;
by ICON and US HoldCo or PRA due to a failure to obtain ICON shareholder approval at a time when the merger agreement was terminable by PRA for an ICON adverse recommendation change;
by PRA due to a terminable breach by ICON or by ICON or PRA due to a failure to complete to merger by the end date, in each case, (1) prior to such termination an ICON takeover proposal shall have been publicly disclosed or otherwise publicly known or otherwise made or communicated to the ICON board of directors and not publicly withdrawn without qualification at least seven (7) Business Days prior to such termination (provided that an ICON takeover proposal shall be deemed not to have been publicly withdrawn if an ICON acquisition agreement with respect to such ICON takeover proposal is entered into within the time period set forth in clause (2)) and (2) within twelve (12) months following the date of such termination ICON shall have entered into an ICON acquisition agreement with respect to any ICON takeover proposal, or any ICON takeover proposal shall have been consummated (in each case whether or not such ICON takeover proposal is the same as the original ICON takeover proposal made, communicated, or publicly disclosed);
by ICON and US HoldCo or PRA due to a failure to obtain ICON shareholder approval and (A) prior to the ICON EGM an ICON takeover proposal shall have been publicly disclosed or otherwise publicly known or otherwise made or communicated to the ICON board of directors and not publicly withdrawn without qualification at least seven (7) business days prior to the ICON EGM (provided that an ICON takeover proposal shall be deemed not to have been publicly withdrawn if an ICON acquisition agreement with respect to such ICON takeover proposal is entered into within the time period set forth in clause (B)) and (B) within twelve (12) months following the date of such termination ICON shall have entered into an ICON acquisition agreement with respect to any ICON takeover proposal, or any ICON takeover proposal shall have been consummated (in each case whether or not such ICON takeover proposal is the same as the original ICON takeover proposal made, communicated, or publicly disclosed).
ICON and/or US HoldCo will be required to pay, or cause to be paid by a subsidiary, to PRA expense reimbursement in an amount of $120,000,000 (excluding any amounts in respect of VAT, if applicable) if the merger agreement is terminated by ICON and US HoldCo or PRA due to a failure to obtain ICON shareholder approval.
Accounting Treatment of the Merger (Page 113)
ICON and PRA each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as GAAP. The merger will be accounted for using the acquisition method of accounting, and ICON will be treated as the accounting acquirer.
Certain Tax Considerations (Page 171 and Page 179)
PRA stockholders should read the section entitled “Certain United States Federal Income Tax Considerations” beginning on page 171 for a discussion of the U.S. federal income tax considerations related to the merger, and the section entitled “Irish Tax Consequences” beginning on page 179 for a discussion of Irish tax considerations related to the merger and holding ICON ordinary shares. Because individual circumstances may differ, each PRA stockholder should consult its own tax advisor as to the tax consequences of the merger and of holding ICON ordinary shares.
Debt Financing (Page 113)
ICON’s obligation to complete the transaction is not contingent on the receipt by ICON of any financing. ICON estimates that ICON and US HoldCo will need approximately $6,441.9 million in order to pay PRA stockholders the cash consideration due to them as merger consideration under the merger agreement, pay related fees and transaction
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costs in connection with the transactions, and refinance certain existing indebtedness of PRA. ICON anticipates that the funds needed to pay the foregoing amount will be obtained from a combination of some or all of cash on hand at ICON and PRA, borrowings under new credit facilities and the proceeds from the sale of debt securities.
In connection with the execution of the merger agreement, ICON entered into a commitment letter with Citigroup Global Markets Inc. and certain other financial institutions, referred to collectively in this joint proxy statement/prospectus as the debt financing sources, pursuant to which the debt financing sources committed, on a several basis and subject to customary closing conditions, to provide to ICON a senior secured revolving credit facility in an aggregate principal amount of up to $300.0 million and a senior secured bridge loan facility in an aggregate principal amount of up to $6,060.0 million to, among other things, fund (i) cash consideration in connection with the merger, (ii) repayment of certain existing indebtedness and (iii) fees and expenses in connection with the foregoing. The debt financing sources several commitment to provide debt financing under the proposed credit facilities is available for a period which corresponds with the period in which closing can occur under the merger agreement.
Litigation Relating to the Merger (Page 114)
Four complaints have been filed against PRA seeking to enjoin the proposed merger and to recover damages should the merger occur. The first, filed on April 1, 2021, was a complaint filed against PRA and the members of its board of directors in the United States District Court for the Southern District of New York under the caption Wang v. PRA Health Sciences, Inc., et al., Case No. 1:21-cv-02814 (S.D.N.Y.). The complaint alleges that the registration statement filed in connection with the proposed merger between PRA and Merger Sub omitted material information in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, rendering the registration statement false and misleading. The complaint seeks an order preliminarily and permanently enjoining defendants from proceeding with the proposed transaction and related relief. Specifically, the complaint alleges that the registration statement omits material information regarding the financial projections of PRA and ICON, as well as the analyses of BofA Securities and UBS. The complaint also alleges that the registration statement fails to disclose certain relationships on the part of UBS.
Between April 7, 2021, and April 26, 2021, three (3) subsequent complaints were filed in the United States District Court for the Southern District of New York: Ciccotelli v. PRA Health Sciences, Inc., et al., Case No. 1:21-cv-02981 (S.D.N.Y.) on April 7, 2021; Tambe v. PRA Health Sciences, Inc., et al., Case No. 1:21-cv-03189 (S.D.N.Y.) on April 13, 2021; and Trovato v. PRA Health Sciences, Inc., et al., Case No. 1:21-cv-03324 (S.D.N.Y.) on April 15, 2021. The Ciccotelli complaint names ICON and Merger Sub as additional defendants, and the Trovato complaint additionally alleges a breach of fiduciary duty claim against the members of the board. The three later-filed complaints are otherwise substantially similar to the Wang complaint in their allegations, claims, and prayers for relief. It is possible additional lawsuits may be filed between the date of this joint proxy statement/prospectus and consummation of the merger.
Comparison of Stockholders’ Rights (Page 184)
Upon completion of the merger, PRA stockholders immediately prior to the effective time of the merger will receive ICON ordinary shares and become ICON shareholders, and their rights will be governed by applicable Irish law, including the Irish Companies Act, and by the ICON constitution. PRA stockholders will have different rights once they become stockholders of the combined company due to differences between Delaware law and the governing documents of PRA, on the one hand, and Irish law and the governing documents ICON on the other hand. These differences are described in more detail under the section entitled “Comparison of Stockholders’ Rights” beginning on page 184.
Listing of ICON ordinary shares; Delisting and Deregistration of PRA common stock (Page 134)
If the merger is completed, the ICON ordinary shares issued as share consideration in the merger will be listed for trading on Nasdaq. In addition, if the merger is completed, PRA common stock will be delisted from Nasdaq and deregistered under the Exchange Act.
Risk Factors (Page 34)
In evaluating the merger agreement, the merger or the issuance of ICON ordinary shares in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 34.
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following tables show a summary of the unaudited pro forma condensed combined financial information about the financial condition and results of operations of the combined company, after giving effect to the merger, which were prepared using the acquisition method of accounting with ICON as the accounting acquirer of PRA. See the section entitled “The Merger—Accounting Treatment of the Merger” beginning on page 113 for a description of the expected accounting treatment of the merger. The unaudited pro forma condensed combined balance sheet information as of December 31, 2020, is based on the individual historical consolidated balance sheets of ICON and PRA, and has been prepared to reflect the merger as if it had occurred on December 31, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 combine the historical results of operations of ICON and PRA and have been prepared to reflect the merger as if it had occurred on January 1, 2020.
The following selected unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s operating results or financial position would actually have been had the merger been completed as of the dates indicated. In addition, the selected unaudited pro forma condensed combined financial information includes adjustments which are preliminary and may be revised. The selected unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 34. The following selected unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and the notes related thereto beginning on page 146 and with the historical consolidated financial statements of ICON and PRA and related notes that have been filed with the SEC, certain of which are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 218.
Unaudited Pro Forma Condensed Combined Statement of Operations
(in $ millions)
For the
Year Ended
December 31,
2020
Revenue
$5,960,987
Income/(loss) from operations
$82,874
Net income/(loss) attributable to the combined company
$(165,328)
Basic earnings/(loss) per share ($)
$(2.15)
Basic weighted average number of ordinary shares outstanding
78,992,611
Unaudited Pro Forma Condensed Combined Balance Sheet
(in $ millions)
As of
December 31,
2020
Current assets
$3,065,834
Total assets
$17,246,841
Current liabilities
$8,704,366
Total liabilities
$10,263,595
Total equity
6,983,246
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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA
The following table presents selected historical and pro forma per share data of ICON and selected historical and equivalent per share data of PRA. You should read this information in conjunction with, and the information is qualified in its entirety by (i) the consolidated financial statements of ICON and notes thereto incorporated by reference into this joint proxy statement/prospectus, (ii) the consolidated financial statements of PRA and notes thereto incorporated by reference into this joint proxy statement/prospectus, and (iii) the pro forma financial information and notes thereto in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 146. For information about the filings incorporated by reference in this joint proxy statement/prospectus, see the section entitled “Where You Can Find Additional Information” beginning on page 218. The unaudited pro forma per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial condition or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger.
The following table assumes the issuance of 26,132,700 ICON ordinary shares in connection with the merger, which is the number of shares issuable by ICON in connection with the transaction based on the closing price of ICON ordinary shares on March 19, 2021, and based on the number of outstanding shares of PRA common stock on December 31, 2020. See note 4j. to the “Unaudited Pro Forma Condensed Combined Financial Information” on page 146 for more information. As discussed in this joint proxy statement/prospectus, the actual number of ICON ordinary shares issuable in the merger will be adjusted based on the number of shares of PRA common stock outstanding at the completion of the merger. The unaudited pro forma data in the table below assume that the transaction occurred on January 1, 2020 for income statement purposes and on December 31, 2020 for balance sheet purposes. The unaudited equivalent pro forma per share data of PRA shows the effect of the transaction from the perspective of a PRA stockholder. The information was calculated by multiplying the unaudited combined pro forma per share data by 0.4125, the exchange ratio at which each PRA share will be converted into an ICON share at closing. This calculation excludes the cash consideration at closing.
 
Year Ended
December 31,
2020
ICON historical per ordinary share data:
 
Net income (loss) from continuing operations - basic
$6.20
Net income (loss) from continuing operations - diluted
$6.15
Cash dividends declared
$0.00
Book Value
$35.05
 
 
PRA historical per common share data:
 
Net income (loss) from continuing operations - basic
$3.11
Net income (loss) from continuing operations - diluted
$3.04
Cash dividends declared
$0.00
Book Value
$22.92
 
 
ICON unaudited combined pro forma per ordinary share data:
 
Net income (loss) from continuing operations - basic
$(2.15)
Net income (loss) from continuing operations - diluted
$(2.15)
Cash dividends declared
$0.00
Book Value
$87.94
 
 
PRA unaudited equivalent pro forma per share data:
 
Net income (loss) from continuing operations - basic
$(0.89)
Net income (loss) from continuing operations - diluted
$(0.89)
Cash dividends declared
$0.00
Book Value
$36.28
Neither ICON nor PRA have declared or paid dividends during the periods presented. Following the completion of the merger, the declaration of dividends will be at the discretion of ICON’s board of directors. The ICON board of directors do not expect ICON to pay any cash dividends for the foreseeable future.
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COMPARATIVE PER SHARE MARKET PRICE INFORMATION
ICON ordinary shares trade on Nasdaq under the symbol “ICLR” and PRA common stock trades on Nasdaq under the symbol “PRAH.”
The table below sets forth the closing price per share of ICON ordinary shares and PRA common stock on Nasdaq on February 23, 2021, the date preceding public announcement of the merger, and on April 26, 2021, the latest practicable date before the date of this joint proxy statement/prospectus, and the equivalent price per share of PRA common stock (as determined by multiplying the closing price per share of ICON ordinary shares by the exchange ratio of 0.4125 and adding the cash consideration of $80.00 per share, without interest) on each such date.
Date
ICON ordinary shares
closing price per share
PRA common stock
closing price per share
Equivalent value of
merger consideration per
share of PRA common stock
February 23, 2021
$208.62
$127.73
$166.06
April 26, 2021
$217.88
$167.11
$169.88
The market prices of ICON ordinary shares and PRA common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the ICON EGM and the PRA stockholder meeting and the date the merger is completed and thereafter. See “Risk FactorsBecause the exchange ratio is fixed and will not be adjusted in the event of any change in either ICON’s or PRA’s stock price, the value of the share consideration that PRA stockholders will receive in the merger is uncertain”. We encourage you to obtain current quotes for the ICON ordinary shares and the PRA common stock.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This registration statement on Form F-4, of which this joint proxy statement/prospectus forms a part, and the documents to which ICON and PRA refer you to in this registration statement, as well as oral statements made or to be made by ICON and PRA, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the safe harbor provisions. These forward-looking statements generally include statements regarding the potential transaction between ICON and PRA, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction (including anticipated synergies, projected financial information and future opportunities) and any other statements regarding ICON’s and PRA’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar expressions. All such forward-looking statements are based on current expectations of ICON’s and PRA’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Statements included in or incorporated by reference into this registration statement, of which this joint proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements. ICON and PRA caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Investors are cautioned not to place undue reliance on these forward-looking statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include:
the market price for ICON ordinary shares and PRA common stock could change before the completion of the merger, including as a result of uncertainty as to the long-term value of ICON ordinary shares following the merger or as a result of broader stock market movements;
certain restrictions during the pendency of the proposed merger that may impact the ability of ICON and PRA to pursue certain business opportunities or strategic transactions;
the failure, or unexpected delays, of PRA stockholders to adopt the merger agreement or of ICON shareholders to approve the share issuance, or the failure to satisfy other conditions to the completion of the merger;
uncertainties related to the timing of the receipt of required regulatory approvals for the merger and the possibility that ICON and PRA may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all;
the risk that the proposed merger and any announcement relating to the proposed merger could have an adverse effect on the ability of ICON and PRA to retain and hire key personnel or maintain relationships with customers, clients, suppliers or strategic partners, or on ICON’s or PRA’s operating results and businesses generally;
risks that the merger and the other transactions contemplated by the merger agreement, including any debt financing, could disrupt current plans and operations that may harm ICON’s and/or PRA’s businesses;
the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require PRA to pay a termination fee to ICON or require ICON to pay a termination fee to PRA;
the amount of any costs, fees, expenses, impairments and charges related to the merger;
litigation relating to the proposed merger that has been or could be instituted against ICON, PRA or their respective directors;
delays in closing, or the failure to close, the merger for any reason could negatively impact ICON or PRA;
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difficulties and delays in integrating the businesses, systems and processes of ICON and PRA following completion of the merger or fully realizing the anticipated synergies and other benefits expected from the merger;
risks related to the diversion of the attention and time of ICON’s and PRA’s respective management teams from ongoing business concerns;
unknown liabilities;
changes in laws and regulations applicable to ICON and/or PRA;
the effects of industry, market, economic, political or regulatory conditions outside of ICON’s or PRA’s control (including public health crises, such as pandemics and epidemics);
the impact of the coronavirus (COVID-19) pandemic on ICON’s and PRA’s respective businesses and general economic conditions;
risks regarding ICON’s and PRA’s ability to maintain large customer contracts or enter into new contracts;
ICON’s and PRA’s ability to attract suitable investigators and patients for clinical trials;
ICON’s and PRA’s ability to keep pace with rapid technological change;
ICON’s and PRA’s potential liability if a patient is harmed; and
the factors set forth under the heading “Risk Factors” of ICON’s Annual Report on Form 20-F and PRA’s Annual Report on Form 10-K, and in subsequent filings with the U.S. Securities and Exchange Commission.
ICON and PRA caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the merger and related transactions and the future results of ICON, PRA and the combined company. The forward-looking statements speak only as of the date of this joint proxy statement/prospectus, in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference into this joint proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. Readers are cautioned not to place undue reliance on forward-looking statements. Nothing in this joint proxy statement/prospectus should be construed as a profit forecast.
For further discussion of these and other risks, contingencies and uncertainties applicable to ICON and PRA, see the section entitled “Risk Factors” beginning on page 34 of this joint proxy statement/prospectus and in ICON’s and PRA’s other filings with the SEC incorporated by reference into this joint proxy statement/prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 218 for more information about the SEC filings incorporated by reference into this joint proxy statement/prospectus.
All subsequent written or oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to ICON or PRA or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither ICON nor PRA is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as may be required by law. ICON and PRA and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this joint proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed.
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RISK FACTORS
In deciding whether to vote for the adoption of the merger agreement, in the case of PRA stockholders, or the approval of the share issuance, in the case of ICON shareholders, you are urged to carefully read and consider all of the information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statements Regarding Forward-Looking Statements,” all of the information incorporated herein by reference as described in the section entitled “Where You Can Find More Information,” including the risks associated with the businesses of ICON and PRA, and the following material risks relating to the merger and the business of the combined company.
Risks Relating to the Merger
Because the exchange ratio is fixed and will not be adjusted in the event of any change in either ICON’s or PRA’s stock price, the value of the share consideration that PRA stockholders will receive in the merger is uncertain.
Upon completion of the merger, each share of PRA common stock outstanding immediately prior to the merger, other than excluded shares (as defined in the section entitled “The Merger—Merger Consideration” beginning on page 66) and dissenting shares (as defined in the section entitled “The Merger Agreement—Dissenting Shares” beginning on page 119), will be converted automatically into the right to receive (i) 0.4125 of one ICON ordinary share and (ii) $80.00 in cash, without interest. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either ICON ordinary shares or PRA common stock. The market price of ICON ordinary shares and, as a result, the value of the share consideration that PRA stockholders will receive pursuant to the merger agreement, has been fluctuating since the date that the merger agreement was executed and may continue to fluctuate through the date of the completion of the merger. Accordingly, the market price of ICON ordinary shares when PRA stockholders receive those shares after the merger is completed could be greater than, less than or the same as the market price of ICON ordinary shares on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus or on the date of the stockholder meetings. Stock price changes may result from a variety of factors, including, among others, changes in ICON’s or PRA’s respective businesses, operations or prospects; legislative, regulatory and legal developments in the healthcare industry; general market, industry and economic conditions; and market assessments of the likelihood that the merger will be completed. Because the value of the share consideration will depend on the market price of ICON ordinary shares at the time the merger is completed, PRA stockholders will not know or be able to determine at the time of the PRA stockholder meeting the market value of the merger consideration they would receive upon completion of the merger. Similarly, ICON shareholders will not know or be able to determine at the time of the ICON EGM the market value of the ICON ordinary shares to be issued pursuant to the merger agreement compared to the market value of the shares of PRA common stock that are being exchanged. You are urged to obtain current market quotations for ICON ordinary shares and PRA common stock in determining whether to vote for approval of the share issuance in the case of ICON shareholders or for the adoption of the merger agreement in the case of PRA stockholders. In addition, see the section entitled “Comparative Per Share Market Price Information” beginning on page 31.
There is no assurance when or if the merger will be completed.
The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, receipt of the required PRA vote and the required ICON vote; the expiration or termination of the waiting periods applicable to the merger under the HSR Act; obtainment of all required approvals under antitrust and foreign direct investment laws of certain jurisdictions; obtainment of certain consents, approvals and other authorizations of governmental entities free of any burdensome condition; the ICON ordinary shares to be issued to PRA stockholders having been approved for listing on Nasdaq; the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part and the absence of a stop order or proceedings seeking a stop order; absence of any governmental entity having jurisdiction over any party having enacted, issued, promulgated, enforced, or entered any laws or orders that make illegal, enjoin, or otherwise prohibit consummation of the merger, the ICON share issuance, or the other transactions contemplated by the merger agreement; the accuracy of the representations and warranties of the parties to the merger agreement to the extent required under the merger agreement; the performance in all material respects by each party of all obligations and covenants required to be performed by or complied with prior to the closing date; the receipt by each party of an officer’s certificate of the other party certifying as to certain matters; and that ICON has in place a composition agreement with the Revenue Commissioners of Ireland and a Special Eligibility Agreement for Securities with The Depository Trust Company in respect of the ICON ordinary shares issuable as merger consideration. There can be no assurance as to when these
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conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 140.
Failure to complete the merger could have material and adverse effects on ICON and PRA.
If the merger is not completed on a timely basis, or at all, for any reason, including as a result of ICON shareholders failing to approve the share issuance or PRA stockholders failing to adopt the merger agreement, ICON’s and PRA’s respective ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the merger, ICON and PRA would be subject to a number of risks, including the following:
ICON and PRA will be required to pay their respective costs relating to the merger, such as certain legal, accounting, financial advisory and printing fees, whether or not the merger is completed;
time and resources committed by ICON’s and PRA’s respective management to matters relating to the merger (including integration planning) could otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to ICON or PRA, as applicable, as an independent company;
the market price of ICON ordinary shares or PRA common stock could decline to the extent that the current market price reflects a market assumption that the merger will be completed;
each company may experience negative reactions from its suppliers, customers, regulators and employees;
ICON and/or PRA could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against ICON or PRA to perform their respective obligations under the merger agreement;
PRA may be required, in certain circumstances, to pay a termination fee of $277,000,000 or an expense reimbursement of $100,000,000 to ICON and US HoldCo (see the section entitled “The Merger Agreement—Termination Fees” beginning on page 142); and
ICON and US HoldCo may be required, in certain circumstances, to pay a termination fee of $388,000,000 or an expense reimbursement of $120,000,000 to PRA (see the section entitled “The Merger Agreement—Termination Fees” beginning on page 142).
Until the completion of the merger or the termination of the merger agreement in accordance with its terms, ICON and PRA are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to ICON or PRA and their respective stockholders.
After the date of the merger agreement and prior to the effective time, the merger agreement restricts ICON and PRA from taking specified actions without the consent of the other party (which consent may not be unreasonably withheld or delayed) and requires that the business of each company and its respective subsidiaries be conducted in all material respects in the ordinary course of business consistent with past practice. These restrictions may prevent ICON or PRA from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the merger and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Effective Time” beginning on page 123.
There can be no assurance that ICON will be able to secure the funds necessary to pay the cash portion of the merger consideration and refinance certain of PRA’s existing indebtedness on acceptable terms, in a timely manner, or at all.
ICON intends to fund the cash consideration due pursuant to the merger agreement and to refinance certain of ICON’s and PRA’s existing indebtedness with a combination of cash on hand at ICON and PRA and debt financing. To this end, ICON has entered into a commitment letter pursuant to which certain debt financing sources have committed, subject to customary closing conditions, to provide to ICON a senior secured revolving credit facility in an aggregate principal amount of up to $300.0 million and a senior secured bridge loan facility in an aggregate principal amount of up to $6,060.0 million. However, as of the date of this joint proxy statement/prospectus, neither
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ICON nor any of its subsidiaries has entered into definitive agreements for any such debt facilities. There can be no assurance that ICON will be able to secure the debt financings contemplated by the commitment letter. In the event that the debt financing contemplated by the commitment letter is not available, other financing to enable ICON to pay the cash portion of the merger consideration may not be available on acceptable terms, in a timely manner, or at all.
In order to complete the transaction, ICON and PRA must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transaction may be delayed, jeopardized or prevented and the anticipated benefits of the merger could be reduced.
No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the transaction will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of ICON and PRA or may impose requirements, limitations or costs or place restrictions on the conduct of ICON’s or PRA’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to ICON or PRA. Such extended period of time also may increase the chance that other adverse effects with respect to ICON or PRA could occur, such as the loss of key personnel. Even if all necessary approvals are obtained, no assurance can be given as to the terms, conditions and timing of such approvals. For more information, see the sections entitled “The Merger AgreementReasonable Best Efforts and Regulatory Approvals” and “The Merger Agreement—Conditions to Completion of the Merger.
The merger, including uncertainty regarding the merger, may cause customers, suppliers or strategic partners to delay or defer decisions concerning ICON and/or PRA, which could adversely affect each company’s ability to effectively manage its respective businesses.
The merger will happen only if certain conditions are met including, among other conditions, the approval of the merger agreement proposal by the required PRA vote, the approval of the share issuance proposal by the required ICON vote and either early termination or expiration of any applicable waiting period or periods under the HSR Act. Many of the conditions are outside the control of ICON and PRA, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, vendors, strategic partners or others that deal with ICON and/or PRA to delay or defer entering into contracts with ICON and/or PRA or making other decisions concerning ICON and/or PRA or seek to change or cancel existing business relationships with ICON and/or PRA, which could negatively affect ICON’s and PRA’s respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of ICON and PRA, regardless of whether the merger is ultimately completed.
Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.
The success of the merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.
Current and prospective employees of ICON and PRA may experience uncertainty about their future role with ICON and PRA until strategies with regard to these employees are announced or executed, which may impair ICON’s and PRA’s ability to attract, retain and motivate key management, clinical, technical, business development, operational and customer-facing employees and other personnel prior to and following the merger. If ICON and PRA are unable to retain personnel, ICON and PRA could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger.
At the effective time, outstanding shares of PRA restricted stock will vest at closing and be converted into the right to receive the merger consideration, and PRA’s outstanding compensatory restricted stock unit and stock option awards will be assumed and converted into corresponding ICON equity awards, generally subject to the same terms and conditions as were applicable to the applicable PRA equity award (including applicable vesting conditions). As discussed further below in “The Merger Agreement—Employee Benefit Plans and Compensation
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Matters—Retention Bonus Programbeginning on page 135, pursuant to the terms of the merger agreement, the parties will implement a retention bonus program that will provide cash retention bonus awards to certain employees in connection with the merger. In addition, each of PRA’s executive officers are entitled to receive severance benefits upon a qualifying termination of employment following the completion of the merger. Each of PRA’s executive officers could potentially terminate his or her employment following specified circumstances set forth in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger—PRA Executive Employment Agreements” beginning on page 167. See the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167 for a further discussion of some of these issues.
If key employees of ICON or PRA depart, the integration of the companies may be more difficult and the combined company’s business following the merger may be harmed. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of ICON or PRA, and the combined company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company. Accordingly, no assurance can be given that the combined company will be able to attract or retain key employees of ICON and PRA to the same extent that those companies have been able to attract or retain their own employees in the past.
The merger agreement may be terminated in accordance with its terms and the merger may not be consummated.
Either ICON or PRA may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by February 24, 2022 (subject, under certain circumstances, to extension to August 24, 2022, or later). In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, PRA may be required to pay ICON and US HoldCo a termination fee of $277,000,000 or an expense reimbursement of $100,000,000, including certain circumstances in which the PRA board of directors effects a change of recommendation (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) or PRA enters into an agreement with respect to an takeover proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127) following the termination of the merger agreement. In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, ICON and US HoldCo may be required to pay PRA a termination fee of $388,000,000 or an expense reimbursement of $120,000,000, including certain circumstances in which the ICON board of directors effects a change of recommendation or ICON enters into an agreement with respect to a takeover proposal following the termination of the merger agreement. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 141 and the section entitled “The Merger Agreement—Termination Fees” beginning on page 142 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by ICON or PRA.
The directors and executive officers of ICON and PRA have interests and arrangements that may be different from, or in addition to, the interests of ICON shareholders and PRA stockholders generally.
When considering the recommendations of the boards of directors of ICON or PRA, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, ICON shareholders and PRA stockholders should be aware that the directors and executive officers of each of ICON and PRA may have interests in the merger and have arrangements that are different from, or in addition to, those of ICON shareholders and PRA stockholders generally. These interests and arrangements may create potential conflicts of interest.
With respect to directors and executive officers of ICON, these interests and arrangements include the continued employment of such executive officers by ICON after the merger and the continued service of such directors on the board of directors of ICON after the merger. The ICON board of directors was aware of these interests and considered these interests, among other matters, when it approved and declared advisable the merger agreement and the transactions contemplated thereby on the terms and subject to the conditions set forth in the merger agreement and recommended that ICON shareholders approve the share issuance. The interests of ICON directors and executive officers are described in more detail in the section entitled “Interests of ICON’s Directors and Executive Officers in the Merger” beginning on page 166.
With respect to directors and executive directors of PRA, these interests and arrangements include the continued employment of certain executive officers by the combined company, the appointment of certain PRA directors as
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directors of the combined company, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements and the right to continued indemnification of former PRA directors and officers by the combined company. The PRA board of directors was aware of these interests and considered these interests, among other matters, when it approved and declared advisable the merger agreement, the merger and the transactions contemplated thereby on the terms and subject to the conditions set forth in the merger agreement, determined that the merger agreement, the merger and the transactions contemplated by the merger agreement were fair to, and in the best interests of, PRA and PRA stockholders and recommended that PRA stockholders adopt the merger agreement. The interests of PRA directors and executive officers are described in more detail in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167.
ICON or PRA may waive one or more of the closing conditions without re-soliciting stockholder approval.
ICON or PRA may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the merger. ICON and PRA currently expect to evaluate the materiality of any waiver and its effect on ICON or PRA stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the merger or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by ICON or PRA, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.
The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with PRA.
The merger agreement contains “no shop” provisions that restrict PRA’s ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation of Takeover Proposals; No Change of Recommendation” beginning on page 127):
solicit, initiate, propose or knowingly facilitate or knowingly encourage the submission of any takeover proposal or the making of any proposal that would reasonably be expected to lead to a takeover proposal;
enter into, continue, conduct, engage or otherwise participate in any discussions or negotiations with, disclose any non-public information relating to such party or its subsidiaries to, afford access to the business, properties, assets, books, or records of such party or its subsidiaries to, or knowingly assist, knowingly facilitate, or knowingly encourage the making of any proposal or offer that constitutes, or would reasonably be expected to result in, a takeover proposal;
(i) amend or grant any waiver or release under, or fail to enforce, any standstill or similar agreement with respect to any class of equity securities of such party or its subsidiaries (provided that, PRA shall be permitted on a confidential non-public basis to release or waive any explicit or implicit standstill or similar agreement solely to the extent necessary to permit the relevant party thereto to submit a takeover proposal to the PRA board of directors on a confidential non-public basis and solely to the extent the PRA board of directors determines in good faith that the failure to do so would be inconsistent with its fiduciary duties under applicable law), or (ii) in the case of PRA, approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL;
enter into any agreement in principle, memorandum of understanding, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other contract (in the case of PRA, other than a confidentiality agreement that (i) contains confidentiality provisions that are no less favorable in any material respect to a party to the merger agreement than those contained in the confidentiality agreement between ICON and PRA, and (ii) does not restrict, in any manner, PRA’s ability to consummate the transactions contemplated hereby or to comply with its disclosure obligations to ICON pursuant to the merger agreement, entered into in compliance with the terms and conditions of the merger agreement) relating to any takeover proposal (which is referred to as the acquisition agreement); or
approve, authorize, agree or publicly announce an intention to do any of the foregoing; provided, that notwithstanding anything to the contrary in the merger agreement, such party or any of its representatives may, in response to an inquiry or proposal from a third party, inform such third party of the restrictions imposed by these provisions.
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Furthermore, there are only limited exceptions to the requirement under the merger agreement that PRA’s board of directors withhold or withdraw (or modify, amend or qualify in a manner adverse to ICON or Merger Sub), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to ICON or Merger Sub), the PRA recommendation (as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 120.) Although PRA’s board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a takeover proposal if it determines in good faith that a failure to do so would be inconsistent with its fiduciary duties, its doing so would entitle ICON and US HoldCo to terminate the merger agreement and collect a termination fee from PRA in the amount of $277,000,000. For more information, see the sections titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 141 and “The Merger Agreement—Termination Fees” beginning on page 142.
These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the merger consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.
ICON and PRA will incur significant transaction and merger-related costs in connection with the merger.
ICON and PRA have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, systems consolidation costs, severance and other potential employment-related costs, including payments that may be made to certain ICON executives and certain PRA executives, filing fees, printing expenses and other related charges. Some of these costs are payable by ICON and PRA regardless of whether the merger is completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. While both ICON and PRA have assumed that a certain level of expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.
There may also be additional unanticipated significant costs in connection with the merger that the combined company may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income ICON and PRA expect to achieve from the merger. Although ICON and PRA expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.
The opinions rendered to ICON and PRA by their respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.
Neither ICON nor PRA has obtained, nor will obtain, an updated opinion regarding the fairness, from a financial point of view, of the merger consideration as of the date of this joint proxy statement/prospectus or prior to the completion of the merger. The financial advisors’ opinions do not speak as of any date other than the respective dates of such opinions. For a more complete description of the above-described opinions, please refer to “The Merger—Opinion of ICON’s Financial Advisor” beginning on page 78 and “The Merger—Opinions of PRA’s Financial Advisors” beginning on page 88.
The unaudited financial forecasts included in this joint proxy statement/prospectus were prepared based on various assumptions that may not be realized in full, at all, or within projected timeframes, and the combined company’s actual results of operations after the merger may differ materially and adversely from the unaudited financial forecasts.
The unaudited financial forecasts included in this joint proxy statement/prospectus were provided by ICON and/or PRA to their respective boards of directors and financial advisors in connection with each party’s consideration of the merger agreement. Such unaudited financial forecasts were prepared based on assumptions regarding future operating cash flows, expenditures, income and other variables that may not be realized in full, at all, or within projected timeframes and the combined company’s actual results may differ materially and adversely from the unaudited financial forecasts. The unaudited financial forecasts were not prepared with a view toward public disclosure. Neither ICON nor PRA undertakes any obligation to update any unaudited prospective financial
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information included in this joint proxy statement/prospectus except as may be required by applicable law. For more information, see the sections entitled “ICON Unaudited Financial Forecasts” beginning on page 107 and “PRA Unaudited Financial Forecasts” beginning on page 109.
The unaudited pro forma condensed combined financial information included in this document is presented for illustrative purposes only and should not be considered to be an indication of the results of operations or financial condition had ICON and PRA operated as a combined entity during the periods presented or of the combined company following completion of the merger.
The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus has been prepared using the consolidated historical financial statements of ICON and PRA, is presented for illustrative purposes only, and should not be considered to be an indication of the results of operations or financial condition of the combined company following the merger and the other transactions contemplated by the merger agreement (which, together with the merger, are referred to collectively as the transactions). In addition, the pro forma financial information included in this joint proxy statement/prospectus is based in part on certain assumptions regarding the transactions. These assumptions may not prove to be accurate, and other factors may affect the combined company’s results of operations or financial condition following the completion of the transactions. Accordingly, the historical and pro forma financial information included in this joint proxy statement/prospectus does not necessarily represent the combined company’s results of operations and financial condition had ICON and PRA operated as a combined entity during the periods presented, or of the combined company’s results of operations and financial condition following completion of the transactions. The combined company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 146.
Third parties may terminate or alter existing contracts or relationships with ICON or PRA.
PRA has contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require PRA to obtain consent from these other parties in connection with the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue and may lose rights that are material to its business and the business of the combined company. In addition, third parties with whom ICON or PRA currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the merger or the termination of the merger agreement.
ICON and PRA are targets of shareholder lawsuits which could result in substantial costs and may delay or prevent the transaction from being completed.
Shareholder lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Lawsuits filed in connection with the merger against ICON, PRA, US HoldCo, Merger Sub and/or their respective directors and officers could prevent or delay the consummation of the merger, including through an injunction, and result in additional costs to ICON and PRA. The ultimate resolution of any lawsuits cannot be predicted, and an adverse ruling in any such lawsuit may cause the merger to be delayed or not to be completed, which could cause ICON and PRA not to realize some or all of the anticipated benefits of the merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. ICON and PRA cannot currently predict the outcome of or reasonably estimate the possible loss or range of loss from any lawsuits or claims. As of the date of this joint proxy statement/prospectus, ICON and PRA are only aware of four (4) shareholder lawsuits filed in connection with the merger. For information with respect to the existing lawsuits relating to the merger, see the section entitled “The MergerLitigation Relating to the Merger” beginning on page 114. Additional lawsuits may be filed in connection with the merger in the future.
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The ICON ordinary shares to be received by PRA stockholders as a result of the merger will have rights different from the PRA common stock.
Upon consummation of the merger, the rights of PRA stockholders, who will become shareholders of ICON, will be governed by the ICON constitution. The rights associated with PRA common stock are different from the rights associated with ICON ordinary shares. See the section entitled “Comparison of Stockholders’ Rights” beginning on page 184 for a discussion of these differences.
Because it is impracticable to determine the identity of all of the owners of a publicly traded corporation, each instance of constructive ownership or the precise extent to which the ownership of two public corporations overlaps, ICON intends to assume, and other applicable withholding agents are likely to assume, that (1) Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”) will apply to the merger and (2) any cash consideration (other than cash in lieu of fractional ICON ordinary shares) should be treated in its entirety as a dividend for U.S. federal income tax purposes (as opposed to sale proceeds from a sale of PRA common stock).
As discussed in more detail in “Certain United States Federal Income Tax ConsiderationsCertain U.S. Federal Income Tax Considerations Related to the Merger—Tax Characterization of the MergerThe US HoldCo Acquisition,” if the PRA stockholders immediately before the merger are deemed, immediately after the merger, to own collectively 50% or more (by vote or value) of the outstanding stock of ICON (taking into account the ICON ordinary shares being issued to the PRA stockholders as merger consideration), Section 304 of the Code (“Section 304”) may require the cash portion of the merger consideration deemed to have been received from US HoldCo to be treated, for U.S. federal income tax purposes, as a dividend rather than as proceeds of a sale of PRA common stock. Even if Section 304 were to apply, such dividend treatment generally should apply to any particular PRA stockholder only if the percentage of PRA’s outstanding common stock constructively owned by such stockholder immediately after the merger (through such stockholder’s actual and constructive ownership of ICON ordinary shares immediately after the merger) does not represent a meaningful reduction relative to such stockholder’s actual and constructive equity ownership percentage in PRA’s outstanding common stock immediately prior to the merger. However, because it is generally impracticable to ascertain the identity of all of the stockholders of a publicly-traded corporation (or the extent to which any identified stockholder constructively owns additional shares), it will be impracticable to determine whether Section 304 will actually apply to the merger or whether, if Section 304 were to apply, any particular stockholder would qualify for sale (as opposed to dividend) treatment. Moreover, as discussed in more detail in “Certain United States Federal Income Tax ConsiderationsCertain U.S. Federal Income Tax Considerations Related to the Merger—Tax Characterization of the MergerThe Deemed PRA Redemption,” although as a technical matter a portion of the cash consideration should be deemed to have been received from PRA (as opposed to US HoldCo) and, therefore not subject to Section 304 treatment, ICON is not yet able to determine which portion of the cash consideration should be deemed to have been received from PRA or US HoldCo, respectively, and may not be able to do so prior to closing.
Given the foregoing uncertainty, regardless of whether sale (as opposed to dividend) treatment is appropriate in a PRA stockholder’s particular case, ICON intends to assume (both for purposes of withholding (with respect to non-U.S. PRA stockholders) and information reporting to the IRS (with respect to all PRA stockholders)), and other applicable withholding agents are likely to assume (for such purposes), that (1) Section 304 will apply to the merger, (2) dividend treatment (as opposed to sale treatment) will apply to each PRA stockholder and (3) such dividend treatment will apply to all of the cash consideration (other than cash in lieu of fractional ICON ordinary shares).
If dividend treatment were to apply, (a) a U.S. stockholder of PRA generally would be subject to dividend treatment with respect to the applicable cash consideration without reduction for any portion of the stockholder’s adjusted tax basis in its PRA shares and (b) a non-U.S. stockholder of PRA generally would be subject to a U.S. federal withholding tax of 30% (or a lower applicable treaty rate) with respect to the applicable cash consideration without reduction for any portion of the stockholder’s adjusted tax basis in its PRA shares.
PRA stockholders should consult their tax advisors about Section 304, including the possibility of avoiding any adverse tax consequences under Section 304 by selling their shares of PRA common stock in advance of the merger and, if a stockholder of PRA decides not to sell its PRA shares in advance of the merger, the possibility of reporting all of the cash consideration as sale proceeds on the PRA stockholder’s U.S. federal income tax return, and/or seeking a refund of any excess withholding tax from the IRS, if sale (as opposed to dividend) treatment is appropriate in a particular case.
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The IRS could challenge the intended U.S. federal income tax treatment of the merger.
While ICON believes that the intended tax treatment discussed in “Certain United States Federal Income Tax Considerations—Certain U.S. Federal Income Tax Considerations Related to the Merger—Tax Characterization of the Merger” (i.e., a partial purchase of the PRA common stock by ICON (for ICON ordinary shares) and a partial purchase of PRA common stock by US HoldCo (for cash)) should be respected, this position is not entirely free from doubt and the IRS could assert that all of the outstanding common stock of PRA (other than the portion deemed to have been redeemed by PRA) was acquired solely by US HoldCo or, alternatively, solely by ICON.
If the IRS were to successfully recharacterize the merger as an acquisition solely by US HoldCo, all of the merger consideration (i.e., the ICON ordinary shares and the cash, as opposed to only the cash) would be subject to possible deemed dividend treatment under Section 304 (as described below under “Certain United States Federal Income Tax Considerations—Certain U.S. Federal Income Tax Considerations Related to the Merger—Tax Characterization of the Merger—The US HoldCo Acquisition”).
If the IRS were to successfully recharacterize the merger as an acquisition solely by ICON, a “U.S. Holder” (as defined under “Certain United States Federal Income Tax Considerations”) would be treated as having transferred a portion of each share of its PRA common stock for cash to ICON (a non-U.S. corporation) as opposed to US HoldCo (a U.S. corporation), which recharacterized transfer could, under Section 367(a) of the Code, cause U.S. Holders to recognize gain on such transfer as a taxable sale of such stock in addition to being subject to dividend treatment under Section 304 with respect to the same transfer, resulting in a greater total tax on the merger than if the intended tax treatment were respected.
PRA stockholders should consult their tax advisors about the foregoing issues, including the possibility of avoiding any adverse tax consequences described above by selling their PRA common stock in advance of the merger.
Risks Relating to the Combined Company after Completion of the Merger
The substantial additional indebtedness that ICON will incur in connection with the transaction could adversely affect the combined company’s business, financial condition or results of operations.
Following completion of the merger and the other transactions contemplated by the merger agreement, the combined company will have a substantial amount of debt. ICON expects to borrow approximately $6,441.9 million in order to pay PRA stockholders the cash consideration due to them as merger consideration under the merger agreement, pay related fees and transaction costs in connection with the transactions, and refinance certain existing indebtedness of PRA. ICON’s consolidated borrowings were $348.5 million as at December 31, 2020. The combined company’s pro forma borrowings as at December 31, 2020, if the transactions had been completed on December 31, 2020, would have been approximately $6,287.7 million. This increased level of borrowings could adversely affect the combined company in a number of ways, including, but not limited to, by making it more difficult for the combined company to satisfy its obligations with respect to its debt or to its trade or other creditors, requiring a substantial portion of the combined company’s cash flows from operations for the payment of interest on the combined company’s debt, reducing the combined company’s flexibility to respond to changing business and economic conditions, and reducing funds available for the combined company’s investments in research and development, capital expenditures and other activities. If ICON cannot service its debt, it may have to take actions such as selling assets, seeking additional debt or equity, or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances.
In addition, ICON’s increased level of indebtedness could adversely affect ICON’s credit rating which could result in increased borrowing costs for the combined company in the future. No assurances can be made that ICON will be able to refinance any indebtedness incurred in connection with the merger on terms acceptable to it or at all.
The combined company may not be able to retain customers or suppliers, or attract new customers, or customers or suppliers may seek to modify contractual obligations with the combined company, which could have an adverse effect on the combined company’s business and operations.
As a result of the merger, the combined company may experience strain in relationships with customers and suppliers that may harm the combined company’s business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the merger (whether or not contractual rights are triggered as a result of the merger) or may decline to award new business to, or renew existing contracts or enter into
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new long-term agreements with, the combined company. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger or that the combined company will be able to attract new customers. If any of the customers or suppliers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, or if the combined company is unable to attract new customers, then the combined company’s business and results of operations may be harmed.
Combining the businesses of ICON and PRA may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the market price of ICON ordinary shares following the merger.
The success of the merger will depend on, among other things, the ability of ICON and PRA to combine their businesses in a manner that facilitates growth opportunities and realizes cost savings. ICON and PRA have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of its respective stockholders and that combining the businesses of ICON and PRA will produce benefits and cost savings.
However, ICON and PRA must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.
An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the ordinary shares of the combined company after the completion of the merger.
In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what ICON and PRA expect and may take longer to achieve than anticipated. If ICON and PRA are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.
The failure to integrate successfully the businesses and operations of ICON and PRA in the expected time frame may adversely affect the combined company’s future results.
ICON and PRA have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key ICON employees or key PRA employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. In addition, due to the integration process, customers may be slow to award new business to the combined company or may not award new business to the combined company at all. Specifically, the following issues, among others, must be addressed in integrating the operations of ICON and PRA in order to realize the anticipated benefits of the merger so the combined company performs as expected:
combining the companies’ operations and corporate functions;
combining the businesses of ICON and PRA and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve the synergies and other benefits anticipated to result from the merger;
integrating personnel from the two companies;
integrating the companies’ technologies, systems and processes;
integrating and unifying the offerings and services available to customers;
identifying and eliminating redundant and underperforming functions and assets;
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harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
maintaining existing agreements with customers, distributors, providers and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers and vendors;
addressing possible differences in business backgrounds, corporate cultures and management philosophies;
consolidating the companies’ administrative and information technology infrastructure;
coordinating distribution and sales and marketing efforts;
managing the movement of certain positions to different locations;
coordinating geographically dispersed organizations; and
effecting actions that may be required in connection with obtaining regulatory approvals.
In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the combined company.
ICON may be unable to realize anticipated cost and tax synergies and expects to incur substantial expenses related to the merger.
ICON expects to generate run rate cost synergies of approximately $150 million and tax savings from the combined effective tax rate decreasing to 14% both to be realized within approximately four years after completion of the merger. ICON’s ability to achieve such estimated cost and tax synergies in the timeframe described, or at all, is subject to various assumptions by ICON’s management, which may or may not prove to be accurate, as well as the incurrence of costs in ICON’s operations that offset all or a portion of such cost synergies. As a consequence, ICON may not be able to realize all of these cost and tax synergies within the timeframe expected or at all. In addition, ICON may incur additional or unexpected costs in order to realize these cost and tax synergies. ICON’s ability to realize tax synergies is subject to uncertainties. See “There is a risk that, as a result of the merger, either (1) ICON could be treated as having become a U.S. corporation for U.S. federal income tax purposes or (2) ICON and its affiliates could become subject to certain adverse U.S. federal income tax rules.” Failure to achieve the expected cost and tax synergies could significantly reduce the expected benefits associated with the merger. In addition, ICON has incurred and will incur substantial expenses in connection with completion of the merger, including the costs and expenses of preparing and filing the Form F-4 Registration Statement that contains this joint proxy statement/prospectus with the SEC. ICON expects to continue to incur non-recurring costs associated with consummating the merger, combining the operations of the two companies and achieving the desired cost synergies. These fees and costs have been, and will continue to be, substantial. The substantial majority of nonrecurring expenses will consist of transaction costs related to the merger and include, among others, fees paid to financial, legal and accounting advisors, employee benefit costs and filing fees. Such costs, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of ICON following the completion of the merger and many of these costs will be borne by ICON even if the merger is not completed.
Current ICON shareholders and PRA stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the management of the combined company.
Upon completion of the merger, ICON expects to issue approximately 28,831,766 ICON ordinary shares to PRA stockholders pursuant to the merger agreement. As a result, it is expected that, immediately after completion of the transaction, former PRA stockholders will own approximately 34% of the outstanding ICON ordinary shares. Additional ICON ordinary shares may be issued from time to time following the merger to holders of PRA equity awards on the terms set forth in the merger agreement. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement—Treatment of PRA Equity Awards” beginning on page 117 for a more detailed explanation. Consequently, current ICON shareholders in the aggregate will have less influence over the management and policies of ICON than they currently have over the management and policies of ICON, and PRA stockholders in the aggregate will have significantly less influence over the management and policies of ICON than they currently have over the management and policies of PRA.
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The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.
The combined company may be exposed to increased litigation from stockholders, customers, suppliers, consumers and other third parties due to the combination of ICON’s business and PRA’s business following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.
Upon completion of the transaction, PRA stockholders will become ICON shareholders, and the market price for ICON ordinary shares may be affected by factors different from those that historically have affected the market price of PRA’s shares.
Upon completion of the transaction, PRA stockholders will become ICON shareholders. ICON’s and PRA’s businesses differ and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of ICON and those currently or historically affecting the results of operations of PRA. For a discussion of the businesses of ICON and PRA and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find Additional Information” beginning on page 218.
Resales of ICON ordinary shares following the merger may cause the market price of ICON ordinary shares to decline.
ICON expects that it will issue up to approximately 28,831,766 ICON ordinary shares in connection with the merger. The issuance of these new ICON ordinary shares and the sale of additional ICON ordinary shares that may become eligible for sale in the public market from time to time could have the effect of depressing the market price for ICON ordinary shares. The increase in the number of ICON ordinary shares may lead to sales of such ICON ordinary shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, ICON ordinary shares.
The market price of ICON ordinary shares may decline as a result of the transaction.
The market price of ICON ordinary shares may decline as a result of the transaction if, among other things, the combined company is unable to achieve the expected growth in revenues and earnings, or if the cost savings estimates in connection with the integration of ICON’s and PRA’s businesses are not realized or if the transaction costs related to the transaction are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by the market or if the effect of the transaction on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.
ICON does not expect to pay any cash dividends for the foreseeable future.
ICON currently does not expect to declare dividends on ICON ordinary shares and has not done so in the past. Any determination to declare or pay dividends in the future will be at the discretion of the ICON board of directors, subject to relevant laws and dependent on a number of factors, including ICON’s earnings, capital requirements and overall financial condition. Therefore, the only opportunity for PRA stockholders to achieve a return on the ICON ordinary shares received as share consideration may be if the market price of ICON ordinary shares appreciates and shares received as share consideration are sold at a price higher than the implied value of the share consideration. The market price for ICON ordinary shares may not appreciate and may fall below the implied value of the share consideration.
A future transfer of ICON ordinary shares, other than one effected by means of the transfer of book entry interests in DTC, may be subject to Irish stamp duty.
Transfers of ICON ordinary shares effected by means of the transfer of book entry interests in DTC should not be subject to Irish stamp duty where ICON ordinary shares are traded through DTC, either directly or through brokers that hold such shares on behalf of customers through DTC. However, if you hold ICON ordinary shares as of record rather than beneficially through DTC, any transfer of ICON ordinary shares could be subject to Irish stamp duty
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(currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for Irish stamp duty to arise could adversely affect the price of ICON ordinary shares. For more information, see “Irish Tax Consequences—Stamp Duty.”
There may be less publicly available information concerning ICON than there is for issuers that are not foreign private issuers because ICON, as a foreign private issuer, is exempt from a number of rules under the Exchange Act, is permitted to file less information with the SEC than issuers that are not foreign private issuers and is permitted to follow home country practice in lieu of the listing requirements of Nasdaq, subject to certain exceptions.
As a foreign private issuer under the Exchange Act, ICON is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, ICON is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the ICON management board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning ICON than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by ICON in accordance with Irish law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. Further, as a foreign private issuer, under Nasdaq rules, ICON is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of Nasdaq permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of Nasdaq, including, for example, certain internal controls as well as board, committee and director independence requirements. Accordingly, if ICON remains a foreign private issuer after the merger, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the Nasdaq corporate governance requirements. See the section entitled “Governance of ICON after the MergerCertain exemptions from Nasdaq corporate governance requirements” beginning on page 112 for a discussion of ICON’s corporate governance practices that differ from those followed by issuers that are not foreign private issuers under Nasdaq listing standards.
ICON is a public limited company incorporated under the laws of Ireland and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States against ICON or ICON’s directors and members of the ICON board.
ICON is organized under the laws of Ireland. A substantial portion of ICON’s assets are located outside the United States, and many of ICON’s directors and officers and some of the experts named in this joint proxy statement/prospectus are residents of jurisdictions outside of the United States and the assets of such persons may be located outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon ICON and those directors, officers and experts, or to enforce judgments obtained in U.S. courts against ICON or such persons either inside or outside of the United States, or to enforce in U.S. courts judgments obtained against ICON or such persons in courts in jurisdictions outside the United States, in any action predicated upon the civil liability provisions of the federal securities laws of the United States.
There is no certainty that civil liabilities predicated solely upon the federal securities laws of the United States can be enforced in Ireland, whether by original action or by seeking to enforce a judgment of U.S. courts. In addition, punitive damages awards in actions brought in the United States or elsewhere may be unenforceable in Ireland.
There is a risk that, as a result of the merger, either (1) ICON could be treated as having become a U.S. corporation for U.S. federal income tax purposes or (2) ICON and its affiliates could become subject to certain adverse U.S. federal income tax rules.
For U.S. federal income tax purposes, a corporation generally is considered to be a domestic corporation (a “U.S. corporation”), which is subject to U.S. federal income tax on its worldwide income, only if such corporation is organized or incorporated under the laws of the United States, any state thereof or the District of Columbia. Accordingly, because ICON is an Irish incorporated entity, it generally would be classified as a non-U.S. corporation
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for U.S. federal income tax purposes. However, the so-called “anti-inversion rules” of Section 7874 of the Code (“Section 7874”) provide an exception to this general rule under which, as a result of the merger, either (1) ICON might be treated as having become a U.S. corporation for U.S. federal income tax purposes or (2) ICON might remain a non-U.S. corporation for U.S. federal income tax purposes but ICON and its affiliates might become subject to certain adverse U.S. federal income tax rules.
While ICON believes that Section 7874 should not apply to ICON as a result of the merger, due to the factual and legal complexity of Section 7874 and the limited authority interpreting it, there can be no assurance that ICON’s view, if challenged, would be sustained. Moreover, it is possible that a future change in law could expand the scope of Section 7874 on a retroactive basis. In this regard, (1) a bill recently introduced in Congress (entitled the “No Tax Breaks for Outsourcing Act”) proposes a change to the anti-inversion rules that would, if enacted in its current form, retroactively pose a significant risk that Section 7874 would cause ICON to become a U.S. corporation as a result of the merger (which risk would depend on factors outside of ICON’s control, including the trading price of ICON common stock on the closing date) and (2) on April 7, 2021, the U.S. Treasury Department released the “Made in America Tax Plan,” which announced President Biden’s proposal to adopt such change, but was silent on whether such change would apply retroactively. ICON believes that, based on the current facts (including the current trading price of ICON common stock), Section 7874, as amended by the proposed bill in its current form, would not apply, but due to the factual and legal uncertainty with respect to Section 7874, there can be no assurance that ICON’s view, if challenged, would be sustained. The application of Section 7874 to ICON could have a materially adverse impact on the value of (and the U.S. federal income tax consequences of owning) ICON ordinary shares.
PRA stockholders should review “Certain United States Federal Income Tax ConsiderationsCertain U.S. Federal Income Tax Considerations Related to the Ownership and Disposition of ICON Ordinary Shares Received in the MergerPossible Application of Section 7874 to ICON,” for a more detailed discussion of Section 7874.
Risks Relating to ICON’s Business
ICON’s business is and will continue to be subject to the risks described in the sections entitled “Risk Factors” in ICON’s Annual Report on Form 20-F for the year ended December 31, 2020 and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 218 for the location of information incorporated by reference into this joint proxy statement/prospectus.
Risks Relating to PRA’s Business
PRA’s business is and will continue to be subject to the risks described in the sections entitled “Risk Factors” in PRA’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 218 for the location of information incorporated by reference into this joint proxy statement/prospectus.
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THE PARTIES TO THE MERGER
ICON plc
ICON plc is a clinical research organization, founded in Dublin, Ireland in 1990. Over thirty years ICON has grown significantly to become a leading global provider of outsourced development and commercialization services to pharmaceutical, biotechnology, medical device and government and public health organizations. ICON’s mission is to help its clients to accelerate the development of drugs and devices that save lives and improve quality of life. ICON is a public limited company incorporated in Ireland and operates under the Irish Companies Act 2014. The principal executive office and phone number of ICON is:
South County Business Park
Leopardstown
Dublin 18
Republic of Ireland
+353 1 2912000
ICON US Holdings Inc. and Indigo Merger Sub, Inc.
ICON US Holdings Inc. is a Delaware corporation and a wholly owned subsidiary of ICON. US HoldCo was formed in 2013 and acts primarily as a holding company for ICON’s US subsidiaries.
Indigo Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ICON and US HoldCo, was formed solely for the purpose of facilitating the merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the merger and the other transactions contemplated by the merger agreement. By operation of the merger, Merger Sub will be merged with and into PRA, with PRA surviving the merger as a wholly owned subsidiary of ICON and US HoldCo. The principal executive office and phone number of each of US HoldCo and Merger Sub is:
2100 Pennbrook Parkway
North Wales, PA 19454
United States
+1-215-616-3000
ICON ordinary shares are listed on Nasdaq under the ticker symbol “ICLR.”
For more information about ICON, please visit ICON’s Internet website at https://iconplc.com. ICON’s Internet website address is provided as an inactive textual reference only. The information contained on ICON’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about ICON is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 218.
PRA Health Sciences, Inc.
PRA Health Sciences, Inc. is one of the world’s leading global contract research organizations by revenue, providing outsourced clinical development and data solution services to the biotechnology and pharmaceutical industries. PRA’s global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, Africa, Australia and the Middle East and more than 17,500 employees worldwide. Since 2000, PRA has participated in approximately 4,000 clinical trials worldwide. In addition, PRA has participated in the pivotal or supportive trials that led to U.S. Food and Drug Administration or international regulatory approval of more than 95 drugs. PRA’s principal executive offices are located in Raleigh, North Carolina. The principal executive office and phone number of ICON is:
4130 ParkLake Avenue, Suite 400
Raleigh, North Carolina 27612
1-919-786-8200
PRA common stock is listed on Nasdaq under the ticker symbol “PRAH.”
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For more information about PRA, please visit PRA’s Internet website at http://www.prahs.com. PRA’s internet website address is provided as an inactive textual reference only. The information contained on PRA’s internet website or accessible through it (other than the documents incorporated by reference herein) do not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about PRA is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 218.
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THE ICON EXTRAORDINARY GENERAL MEETING
This joint proxy statement/prospectus is being mailed on or about April 29, 2021, to holders of record of ICON ordinary shares as of the close of business April 26, 2021, and constitutes notice of the ICON EGM in conformity with the requirements of the Irish Companies Act and ICON’s constitution.
This joint proxy statement/prospectus is being provided to ICON shareholders as part of a solicitation of proxies by the ICON board of directors for use at the ICON EGM and at any adjournments or postponements of the ICON EGM. ICON shareholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.
Date, Time and Place of the ICON EGM
The ICON EGM will be held on Tuesday, June 15, 2021, beginning at 3:30 p.m., Dublin time, at ICON’s global headquarters in South County Business Park, Leopardstown, Dublin 18, Ireland.
ICON encourages shareholders to vote by Internet, by mail or by telephone, rather than attend the ICON EGM in person in light of the public health concerns related to COVID-19. Shareholders are referred to the section below entitled “Attending the ICON EGM” for more information.
Matters to be Considered at the ICON EGM
The purposes of the ICON EGM are as follows, each as further described in this joint proxy statement/prospectus:
ICON Proposal 1: Approval of the issuance of ICON ordinary shares to PRA stockholders pursuant to the merger agreement. To consider and vote on the ICON share issuance proposal; and
ICON Proposal 2: Adjournment of the ICON EGM. To consider and vote on the ICON adjournment proposal.
Recommendation of the ICON Board of Directors
The ICON board of directors unanimously recommends that ICON shareholders vote:
ICON Proposal 1: FOR” the ICON share issuance proposal; and
ICON Proposal 2: FOR” the ICON adjournment proposal.
After careful consideration, the ICON board of directors, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are fair to, and in the best interests of, ICON and its stockholders, (ii) directed that the share issuance be submitted to ICON shareholders for their approval and (iii) recommended that ICON shareholders vote in favor of the approval of the share issuance.
See also the section entitled “The Merger—ICON’s Reasons for the Merger” beginning on page 78.
Record Date for the ICON EGM and Voting Rights
The ICON board of directors has fixed the close of business on April 26, 2021 as the record date of the ICON EGM. If you were a holder of record of ICON ordinary shares as of the close of business on the record date you are entitled to receive notice of and to vote at the ICON EGM or any adjournments or postponements thereof. You are entitled to one vote for each ICON ordinary share that you owned as of the close of business on the ICON record date. As of the close of business on the ICON record date, 52,860,690 ICON ordinary shares were outstanding and entitled to vote at the ICON EGM.
Quorum; Abstentions and Broker Non-Votes
A quorum of shareholders is necessary to conduct the ICON EGM. The presence of three (3) or more shareholders (present by proxy or in person) is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum. If a quorum is not present, the ICON EGM will be adjourned.
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Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. A “broker non-vote” occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. All of the proposals currently scheduled for consideration at the ICON EGM are “non-routine” matters. Because none of the proposals currently scheduled to be voted on at the ICON EGM are routine matters for which brokers may have discretionary authority to vote, ICON does not expect there to be any broker non-votes at the ICON EGM. As a result, if you hold your ICON ordinary shares in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.
If you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your broker, bank or other nominee how to vote on any of the ICON proposals, this will have no effect on the vote count for such proposal but, in the case of broker non votes only, will count towards determining whether a quorum is present.
If you respond with an “abstain” vote on any of the ICON proposals, this will have no effect on the vote count for any such proposal, but will count towards determining whether a quorum is present. Executed but unvoted proxies will be voted in accordance with the recommendations of the ICON board of directors. If additional votes must be solicited to approve the share issuance, it is expected that the meeting will be adjourned to solicit additional proxies.
Required Votes; Vote of ICON’s Directors and Executive Officers
Approval of each of the ICON proposals requires the affirmative vote of a majority of the votes cast, either in person or by proxy, by shareholders entitled to vote on the ICON share issuance proposal at the ICON EGM. Because the vote required to approve each of the ICON proposals is based on votes properly cast at the ICON EGM, abstentions, along with failures to vote, will have no effect on such proposals.
As of the record date, ICON directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 638,389 ICON ordinary shares, or approximately 1.21% of the total outstanding ICON ordinary shares. Although none of them has entered into any agreement obligating them to do so, ICON currently expects that all of its directors and executive officers will vote their shares “FOR” the ICON share issuance proposal and “FOR” the ICON adjournment proposal. See also the section entitled “Interests of ICON’s Directors and Executive Officers in the Merger” beginning on page 166 and the arrangements described in ICON’s Annual Report on Form 20-F filed with the SEC on February 24, 2021, which is incorporated into this joint proxy statement/prospectus by reference.
Methods of Voting
By Internet: Through the Internet by logging onto the website indicated on the enclosed proxy card and following the prompts using the control number located on the proxy card.
By Telephone: By calling using the toll-free (from the United States, Puerto Rico and Canada) telephone number listed on the enclosed proxy card.
By Mail: By completing, signing, dating and returning the enclosed proxy card in the envelope provided.
You may also cast your vote in person at ICON EGM. Even if you plan to attend the ICON EGM, ICON recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to or become unable to attend the ICON EGM. In light of public health concerns related to COVID-19, ICON would like to emphasize that it considers the health of its shareholders, employees, attendees and other stakeholders a top priority and in this context is closely monitoring the evolving COVID-19 situation as regards the ICON EGM. Shareholders are referred to the section below entitled “Attending the ICON EGM” which sets out further detail on the situation in Ireland and restrictions around in person attendance at the ICON offices. ICON therefore strongly encourages voting via mail, telephone and Internet over in person attendance at the ICON EGM.
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To be effective for ICON voting, the proxy card duly completed and executed, together with any authority under which it is executed, or a copy thereof certified, must be received at the registered office of ICON, so as to be received no later than 11:59 p.m. Eastern Time on Monday, June 14, 2021 or if the ICON EGM is adjourned, on the day that falls before the day appointed for the adjourned meeting.
Alternatively, provided it is received by 11:59 p.m., Eastern Time, on Sunday, June 13, 2021, or if the ICON EGM is adjourned, by 11:59 p.m., Eastern Time, on the day that falls 48 hours before the time appointed for the adjourned meeting, the appointment of a proxy may be submitted electronically, subject to the applicable terms and conditions, via the Internet or by telephone.
Voting of Shares Held in “Street Name”
If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions you receive from your bank, broker or other nominee on how to vote your shares. Registered shareholders who attend the ICON EGM may vote their shares personally even if they previously have voted their shares.
Revocability of Proxies
Any shareholder giving a proxy has the right to revoke it before the proxy is voted at the ICON EGM by taking any of the following actions:
delivering written notice to the company secretary of ICON that is received prior to the commencement of the ICON EGM stating that you have revoked your proxy to the company secretary of ICON at the following address: ICON plc, South County Business Park, Leopardstown, Dublin 18, Ireland, Attention: Company Secretary;
signing and returning by mail a proxy card with a later date so that it is received by ICON prior to the commencement of the ICON EGM; or
attending the ICON EGM and voting in person.
Execution or revocation of a proxy will not in any way affect a shareholder’s right to attend the ICON EGM and vote in person.
If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.
Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the ICON EGM and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If an ICON shareholder makes no specification on his, her or its proxy card as to how such ICON shareholder should want their ICON ordinary shares voted, such proxy will be voted as recommended by the ICON board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the ICON share issuance proposal, and “FOR” the ICON adjournment proposal.
Proxy Solicitation Costs
ICON is soliciting proxies to provide an opportunity to all ICON shareholders to vote on agenda items, whether or not the shareholders are able to attend the ICON EGM or an adjournment or postponement thereof. ICON will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, ICON will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of ICON ordinary shares held of record by such nominee holders. ICON may be required to reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.
ICON has retained Georgeson LLC to assist in the solicitation process. ICON will pay Georgeson a fee of approximately $20,000, plus costs and expenses. ICON also has agreed to indemnify Georgeson against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitation by mail, ICON’s directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means. These persons will not be specifically compensated for doing this.
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Attending the ICON EGM
You are entitled to attend the ICON EGM only if you are a shareholder of record of ICON at the close of business on April 26, 2021 (the record date for the ICON EGM) or hold a proxy for such a shareholder. Shares held in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares at the ICON EGM.
Special Precautions Due to COVID-19 Concerns
In light of public health concerns related to COVID-19, ICON would like to emphasize that it considers the health of its shareholders, employees, attendees and other stakeholders a top priority, and in this context, is closely monitoring the evolving COVID-19 situation.
Based on the latest available public health guidance, it is expected the ICON EGM will proceed under very constrained circumstances given current restrictions on public gatherings in Ireland. Shareholders are strongly encouraged not to attend the meeting in person and instead to vote their shares by proxy as the preferred method of fully and safely exercising their rights. Personal attendance at the AGM may present a health risk to shareholders and others and entry may be refused. ICON advises that shareholders who are experiencing any COVID-19 symptoms or anyone who has been in contact with any person experiencing any COVID-19 symptoms should not attend the ICON EGM in person.
ICON may take additional procedures or limitations applicable to meeting attendees, including restrictions on seating arrangements, health screening requirements and other reasonable or required measures in order to enter the building.
In the event that a change of venue becomes necessary due to public health recommendations regarding containment of COVID-19, which may include the closure of or restrictions on access to the meeting venue, ICON will promptly communicate this to shareholders by an announcement in a press release, on the investor relations page of https://investor.iconplc.com/ and a filing with the U.S. Securities and Exchange Commission. ICON advises shareholders to monitor the page regularly, as circumstances may change on short notice. We recommend that shareholders keep up-to-date with the latest public health guidance regarding travel, self-isolation and health and safety precautions.
Results of the ICON EGM
The preliminary voting results will be announced at the ICON EGM. In addition, within four (4) business days following the ICON EGM, ICON intends to file the final voting results with the SEC on a Form 6-K. If the final voting results have not been certified within that four-business-day period, ICON will report the preliminary voting results on a Form 6-K at that time and will file an amendment to the Form 6-K to report the final voting results within four (4) days of the date that the final results are certified.
Adjournments
If a quorum is present at the ICON EGM but there are not sufficient votes at the time of the ICON EGM to approve the ICON share issuance proposal, then ICON shareholders may be asked to vote on the ICON adjournment proposal.
If the adjournment is for more than fourteen (14) days, ICON will give at least seven (7) days clear notice of the adjourned meeting to each ICON shareholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the ICON EGM.
At any subsequent reconvening of the ICON EGM at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the ICON EGM, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
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Assistance
If you need assistance voting or in completing your proxy card or have questions regarding the ICON EGM, please contact Georgeson LLC, the proxy solicitation agent for ICON:
Georgeson LLC
1290 Avenue of the Americas
9th Floor
New York, NY 10104
1-866-295-4321 (toll-free within the United States)
1-781-575-2137 (outside the United States)
ICON@georgeson.com
ICON SHAREHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, ICON SHAREHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
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ICON PROPOSAL 1: APPROVAL OF SHARE ISSUANCE
This joint proxy statement/prospectus is being furnished to you as a shareholder of ICON as part of the solicitation of proxies by the ICON board of directors for use at the ICON EGM to consider and vote upon a proposal to approve the issuance of ICON ordinary shares to PRA stockholders pursuant to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.
Under Irish law, the directors of a company may issue new shares without shareholder approval once authorized to do so by its constitution or by an ordinary resolution adopted by the shareholders at a general meeting. ICON has a pre-existing shareholder approval, from its last annual general meeting, to issue shares up to an amount equal to approximately 20% of its issued and outstanding share capital. It is currently estimated that ICON will issue or reserve for issuance approximately 28,831,766 ICON ordinary shares to PRA stockholders pursuant to the merger agreement, which will exceed the existing 20% approval limit. Accordingly ICON shareholder approval is required prior to the issuance of ICON ordinary shares to PRA stockholders pursuant to the merger agreement.
Approval of the share issuance is a condition to the completion of the merger.
The ICON board of directors unanimously recommends that ICON shareholders approve the following resolution as an ordinary resolution:
“That, subject to applicable rules and listing standards of Nasdaq, the Directors of ICON be and they are hereby generally and unconditionally authorized pursuant to section 1021 of the Companies Act 2014 to exercise all the powers of ICON to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) as contemplated by the Agreement and Plan of Merger, dated as of February 24, 2021 (as it may be amended from time to time), which is referred to as the merger agreement, by and among ICON, ICON US Holdings Inc., Indigo Merger Sub, Inc. and PRA Health Sciences, Inc., up to an aggregate nominal amount of ICON ordinary shares necessary for purposes of satisfying the aggregate issuance of ICON ordinary shares in connection with and pursuant to the merger agreement, provided that such authority shall (a) expire on December 31, 2022 or such later date as may be determined by the ICON board of directors from time to time (provided that under the Companies Act, such later date cannot be more than five (5) years after the date on which this resolution is passed), and (b) be without prejudice and in addition to the authority under the said Section 1021 previously granted to the ICON board of directors pursuant to an ordinary resolution passed at the annual general meeting of ICON held on July 21, 2020.”
The ICON share issuance proposal is being proposed as an ordinary resolution and therefore requires the affirmative vote of a majority of votes cast, in person or by proxy, on the proposal. A shareholder’s abstention and a broker non-vote or other failure to vote will have no effect on the proposal.
IF YOU ARE AN ICON SHAREHOLDER, THE ICON BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ICON SHARE
ISSUANCE PROPOSAL (ICON PROPOSAL 1)
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ICON PROPOSAL 2: ADJOURNMENT OF THE ICON EGM
The ICON EGM may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the ICON share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the ICON shareholders.
ICON is asking its shareholders to authorize the holder of any proxy solicited by the ICON board of directors to vote in favor of any such adjournment to the ICON EGM, if such an adjournment is required or deemed appropriate.
The ICON board of directors unanimously recommends that ICON shareholders approve the following resolution as an ordinary resolution:
“That the Chairperson of the meeting be and is hereby authorized to adjourn the meeting to another time and place if, in the discretion of the Chairperson, it is necessary or appropriate to, among other things, solicit additional proxies if there are insufficient votes received by way of proxy, at the time of the meeting to approve the ICON share issuance proposal.”
The ICON adjournment proposal is being proposed as an ordinary resolution and therefore requires the affirmative vote of a majority of votes cast, in person or by proxy, on the proposal. A shareholder’s abstention and a broker non-vote or other failure to vote will have no effect on the proposal.
IF YOU ARE AN ICON SHAREHOLDER, THE ICON BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ICON
ADJOURNMENT PROPOSAL (ICON PROPOSAL 2)
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THE PRA STOCKHOLDER MEETING
This joint proxy statement/prospectus is being mailed on or about April 29, 2021, to holders of record of PRA common stock as of the close of business on April 26, 2021, and constitutes notice of the PRA stockholder meeting in conformity with the requirements of the DGCL.
This joint proxy statement/prospectus is being provided to PRA stockholders as part of a solicitation of proxies by the PRA board of directors for use at the PRA stockholder meeting and at any adjournments or postponements of the PRA stockholder meeting. PRA stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.
Date, Time and Place of the PRA Stockholder Meeting
The live, audio-only virtual PRA stockholder meeting is scheduled to be held at 10:30 a.m., Eastern Time, on June 15, 2021, at www.virtualshareholdermeeting.com/PRAH2021SM, unless postponed to a later date. The PRA stockholder meeting will be held online only and you will not be able to attend in person. Online check-in will begin at 10:15 a.m. Eastern Time and you should allow ample time for the check-in procedures. You will be able to vote your shares electronically by Internet and submit questions online during the PRA stockholder meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.
Matters to Be Considered at the PRA Stockholder Meeting
The purposes of the PRA stockholder meeting are as follows, each as further described in this joint proxy statement/prospectus:
PRA Proposal 1: Adoption of the Merger Agreement. To consider and vote on the PRA merger agreement proposal;
PRA Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Certain Compensatory Arrangements with PRA Named Executive Officers. To consider and vote on the PRA advisory compensation proposal; and
PRA Proposal 3: Adjournments of the PRA Stockholder Meeting. To consider and vote on the PRA adjournment proposal.
Recommendation of the PRA Board of Directors
The PRA board of directors unanimously recommends that PRA stockholders vote:
PRA Proposal 1: FOR” the PRA merger agreement proposal;
PRA Proposal 2: FOR” the PRA non-binding advisory compensation proposal; and
PRA Proposal 3: FOR” the PRA adjournment proposal.
After careful consideration, PRA’s board of directors unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, PRA and its stockholders and (ii) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement.
See also the section entitled “The Merger—Recommendation of the PRA Board of Directors; PRA’s Reasons for the Merger” beginning on page 73.
Record Date for the PRA Stockholder Meeting and Voting Rights
The record date to determine who is entitled to receive notice of and to vote at the PRA stockholder meeting or any adjournments or postponements thereof is April 26, 2021. As of the close of business on the record date, there were 64,795,400 shares of PRA common stock outstanding and entitled to vote at the PRA stockholder meeting. Each PRA stockholder is entitled to one vote for any matter properly brought before the PRA stockholder meeting for each share of PRA common stock such holder owned at the close of business on the record date. Only PRA stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the PRA stockholder meeting and any and all adjournments or postponements thereof. In addition, the stockholder list will be available for inspection during the PRA stockholder meeting at www.virtualshareholdermeeting.com/PRAH2021SM.
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Quorum; Abstentions and Broker Non-Votes
A quorum of stockholders is necessary to conduct the PRA stockholder meeting. A quorum exists if the holders of at least a majority of the issued and outstanding shares of PRA common stock entitled to vote on such subject matter are represented in person or by proxy at such meeting. PRA stockholders who virtually attend the PRA stockholder meeting via live audio-only webcast at www.virtualshareholdermeeting.com/PRAH2021SM will be considered present “in person” for purposes of establishing a quorum and for all other purposes. Shares of PRA common stock represented at the PRA stockholder meeting and entitled to vote, but not voted, including shares for which a stockholder directs an “abstention” from voting and broker non-votes will be counted for purposes of determining a quorum. If a quorum is not present, the PRA stockholder meeting will be postponed until the holders of the number of shares of PRA common stock required to constitute a quorum attend.
Under stock exchange rules, banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine.” Generally, a broker non-vote occurs on an item when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Under stock exchange rules, “non-routine” matters include the PRA merger agreement proposal (PRA Proposal 1), the PRA non-binding advisory compensation proposal (PRA Proposal 2) and the PRA adjournment proposal (PRA Proposal 3). Because none of the proposals to be voted on at the PRA stockholder meeting are routine matters for which brokers may have discretionary authority to vote, PRA does not expect any broker non-votes at the PRA stockholder meeting. As a result, if you hold your shares of PRA common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.
If you submit a properly executed proxy card, even if you abstain from voting or vote against the approval of the share issuance or the adoption of the charter amendment, your shares of PRA common stock will be counted for purposes of calculating whether a quorum is present at the PRA stockholder meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the PRA board of directors. If additional votes must be solicited to approve the share issuance or adopt the charter amendment, it is expected that the meeting will be adjourned to solicit additional proxies.
Required Votes; Vote of PRA’s Directors and Executive Officers
Except for the PRA adjournment proposal, the vote required to approve all of the proposals listed herein assumes the presence of a quorum.
Proposal
 
Votes Necessary
PRA Proposal 1
PRA Merger Agreement Proposal
Approval requires the affirmative vote of a majority of the outstanding shares of PRA common stock entitled to vote thereon.
 
 
 
 
A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” this proposal.
 
 
 
PRA Proposal 2
PRA Advisory Compensation Proposal
Approval requires the affirmative vote of a majority in voting power of the shares of PRA common stock so represented at the PRA stockholder meeting.
 
 
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Proposal
 
Votes Necessary
 
 
An abstention will have the same effect as a vote “AGAINST” the PRA compensation proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of this proposal.
 
 
 
PRA Proposal 3
PRA Adjournment Proposal
Approval requires the affirmative vote of a majority in voting power of the shares of PRA common stock so represented at the PRA stockholder meeting.
 
 
 
 
An abstention will have the same effect as a vote “AGAINST” the PRA adjournment proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of this proposal.
As of the record date, PRA directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 981,275 shares of PRA common stock, or approximately 1.5% of the total outstanding shares of PRA common stock. PRA currently expects that all of its directors and executive officers will vote their shares “FOR” the PRA merger agreement proposal, “FOR” the PRA compensation proposal and “FOR” the PRA adjournment proposal. See also the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger” beginning on page 167 and PRA’s Amendment to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 filed with the SEC on March 30, 2021, which is incorporated into this joint proxy statement/prospectus by reference.
Methods of Voting
By Internet: If you are a stockholder of record, you can vote at www.proxyvote.com, twenty-four (24) hours a day, seven (7) days a week. You will need the 16-digit control number included on your proxy card or your paper voting instruction form (if you received a paper copy of the proxy materials).
By Telephone: If you are a stockholder of record, you can vote using a touch-tone telephone by calling 1-800-690-6903, twenty-four (24) hours a day, seven (7) days a week. You will need the 16-digit control number included on your proxy card or your paper voting instruction form (if you received a paper copy of the proxy materials).
By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the paper proxy card or voting instruction form sent to you in the envelope provided to you with your proxy materials or voting instruction form.
Voting Virtually at the PRA Stockholder Meeting: All stockholders of record my vote at the virtual PRA stockholder meeting. If you hold your shares through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a legal proxy from your bank, broker or other nominee and show proof of the legal proxy in accordance with the instructions provided by your bank, broker, or other nominee. For more information on attending the virtual PRA stockholder meeting, see the section entitled “The PRA Stockholder Meeting—Attending the PRA Stockholder Meeting” beginning on page 61.
Through your Bank, Broker or Other Nominee: If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you may vote by submitting your voting instructions to your bank, broker or other nominee. Please refer to the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee, your shares of PRA common stock will not be voted on any proposal as your
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bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the PRA stockholder meeting; see the section entitled “The PRA Stockholder Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 58.
If you are a stockholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on June 14, 2021.
Notwithstanding the above, if you hold your shares in “street name” and you submit voting instructions to your bank, broker or other nominee, your instructions must be received by the bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions.
If you deliver a proxy pursuant to this joint proxy statement/prospectus, but do not specify a choice with respect to any proposal set forth in this joint proxy statement/prospectus, your underlying shares of PRA common stock will be voted on such uninstructed proposal in accordance with the recommendation of the PRA board of directors. At the date hereof, PRA’s management has no knowledge of any business that will be presented for consideration at the PRA stockholder meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related PRA proxy card other than the matters set forth in PRA’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the PRA stockholder meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.
Revocability of Proxies
Any stockholder giving a proxy has the right to revoke it before the proxy is voted at the PRA stockholder meeting by any of the following actions:
by sending a signed written notice that you revoke your proxy to PRA’s secretary, bearing a later date than your original proxy and mailing it so that it is received prior to the PRA stockholder meeting;
by subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) at a later date than your original proxy so that the new proxy is received prior to deadline specified on the accompanying proxy card; or
by attending the PRA stockholder meeting virtually via live audio-only webcast at www.virtualshareholdermeeting.com/PRAH2021SM and voting by Internet.
Execution or revocation of a proxy will not in any way affect the stockholder’s right to attend and vote at the virtual stockholder meeting.
Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:
PRA Health Sciences, Inc.
Attention: Corporate Secretary
4130 ParkLake Avenue, Suite 400
Raleigh, North Carolina 27612
If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions.
Unless revoked, all proxies representing shares entitled to vote that are delivered pursuant to this solicitation will be voted at the PRA stockholder meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If a PRA stockholder makes no specification on his, her or its proxy card as to how such PRA stockholder should want his, her or its shares of PRA common stock voted, such proxy will be voted as recommended by the PRA board of directors as stated in this joint proxy statement/prospectus, specifically “FOR” the PRA merger agreement proposal, “FOR” the PRA compensation proposal and “FOR” the PRA adjournment proposal.
Proxy Solicitation Costs
PRA is soliciting proxies to provide an opportunity to all PRA stockholders to vote on agenda items, whether or not the stockholders are able to attend the PRA stockholder meeting or an adjournment or postponement thereof.
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PRA will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, PRA will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of PRA common stock and secure their voting instructions, if necessary. PRA may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.
PRA has also made arrangements with MacKenzie to assist in soliciting proxies and in communicating with PRA stockholders and estimates that it will pay them a fee of approximately $50,000 plus reimbursement for certain fees and expenses. PRA also has agreed to indemnify MacKenzie against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of PRA in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication, or by PRA directors, officers and other employees in person, by mail, by telephone, by facsimile, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of PRA will not be specially compensated for their services or solicitation in this regard.
Attending the PRA Stockholder Meeting
The PRA stockholder meeting will be held entirely online due to the public health concerns regarding the coronavirus (COVID-19) outbreak. You will not be able to attend the PRA stockholder meeting in person. The meeting will be held virtually on June 15, 2021 at 10:30 a.m. Eastern Time via live audio-only webcast at www.virtualshareholdermeeting.com/PRAH2021SM. To attend the meeting as a stockholder, you will need the 16-digit control number included in your proxy card. Online check-in will begin at 10:15 a.m. Eastern Time and you should allow ample time for the check-in procedures. If you do not have your 16-digit control number, you will be able to access and listen to the PRA stockholder meeting but you will not be able to vote your shares or submit questions during the PRA stockholder meeting.
The virtual meeting has been designed to provide the same rights to participate as the stockholder would have at an in-person meeting. Information on how to vote by Internet before and during the PRA stockholder meeting is discussed above.
If you plan to virtually attend the PRA stockholder meeting and vote, PRA still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the PRA stockholder meeting. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the PRA stockholder meeting if you later decide to virtually attend. If you own your shares of PRA common stock in “street name” and wish to vote at the PRA stockholder meeting, you must obtain a signed legal proxy from your bank, broker or other nominee giving you the right to vote the shares.
How to Ask Questions at the PRA Stockholder Meeting
The virtual PRA stockholder meeting allows PRA stockholders to submit questions during the PRA stockholder meeting in the question box provided at www.virtualshareholdermeeting.com/PRAH2021SM. PRA will respond to as many inquiries at the PRA stockholder meeting as time allows.
What to Do if You Have Technical Difficulties or Trouble Accessing the Virtual Meeting Website
PRA will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website log-in page at www.virtualshareholdermeeting.com/PRAH2021SM.
What to Do if You Cannot Virtually Attend the PRA Stockholder Meeting
You may vote your shares before the PRA stockholder meeting by Internet, by proxy or by telephone pursuant to the instructions contained in your proxy card. You do not need to access the PRA stockholder meeting webcast to vote if you submitted your vote via proxy, by Internet or by telephone in advance of the PRA stockholder meeting.
Householding
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two (2) or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as
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“householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to: Corporate Secretary, PRA Health Sciences, Inc., 130 ParkLake Avenue, Suite 400, Raleigh, North Carolina 27612 or by calling 1-919-786-8200.
Tabulation of Votes; Results of the PRA Stockholder Meeting
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as independent inspector of election at the PRA stockholder meeting.
Preliminary voting results will be announced at the PRA stockholder meeting. In addition, PRA intends to file the final voting results with the SEC on a Current Report on Form 8-K within four (4) business days after the PRA stockholder meeting.
Adjournments
The chairperson of the meeting or a majority in voting power of the shares represented at the meeting may adjourn the meeting if no quorum is present.
If a quorum is present at the PRA stockholder meeting but there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal, then PRA stockholders may be asked to vote on the PRA adjournment proposal.
If the adjournment is for more than 30 days, PRA will give notice of the adjourned meeting to each PRA stockholder of record entitled to vote at the PRA stockholder meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned PRA stockholder meeting, the PRA board of directors will fix as the record date for determining PRA stockholders entitled to notice of such adjourned PRA stockholder meeting the same or an earlier date as that fixed for determination of PRA stockholders entitled to vote at the adjourned PRA stockholder meeting, and will give notice of the adjourned PRA stockholder meeting to each PRA stockholder of record entitled to vote at such adjourned meeting PRA stockholder meeting as of the record date so fixed for notice of such adjourned PRA stockholder meeting.
At any subsequent reconvening of the PRA stockholder meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the PRA stockholder meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.
Assistance
If you need assistance voting or in completing your proxy card or have questions regarding the PRA stockholder meeting, please contact MacKenzie Partners, Inc., the proxy solicitation agent for PRA:
MacKenzie Partners, Inc.
1407 Broadway
New York, NY 10018
Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
PRA STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, PRA STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
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PRA PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT
This joint proxy statement/prospectus is being furnished to you as a stockholder of PRA as part of the solicitation of proxies by the PRA board of directors for use at the PRA stockholder meeting to consider and vote upon a proposal to adopt the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.
The PRA board of directors, after due and careful discussion and consideration, unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of PRA and its stockholders.
The PRA board of directors accordingly unanimously recommends that PRA stockholders adopt the merger agreement, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus entitled “The Merger” beginning on page 66 and “The Merger Agreement” beginning on page 116 and as attached as Annex A to this joint proxy statement/prospectus.
The merger between Merger Sub and PRA cannot be completed without the affirmative vote of a majority of the outstanding shares of PRA common stock entitled to vote thereon. A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.
IF YOU ARE A PRA STOCKHOLDER, THE PRA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE PRA MERGER AGREEMENT PROPOSAL (PRA PROPOSAL 1)
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PRA PROPOSAL 2: ADVISORY (NON-BINDING) VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, PRA is seeking a non-binding, advisory stockholder approval of the compensation of PRA’s named executive officers that is based on or otherwise relates to the merger as disclosed in the section entitled “Interests of PRA’s Directors and Executive Officers in the Merger—Merger-Related Compensation—Golden Parachute Compensation” beginning on page 170.
Approval of the advisory compensation proposal is not a condition to completion of the merger and is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a PRA stockholder, you may vote to approve the PRA merger agreement proposal, and vote not to approve the PRA compensation proposal, and vice versa. If the merger is completed, the merger-related compensation may be paid to PRA’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if PRA stockholders fail to approve the advisory vote regarding merger-related compensation. However, PRA seeks the support of its stockholders and believes that stockholder support is appropriate as the executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the merger proposal from its early stages until consummation.
Accordingly, PRA is asking PRA stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:
“RESOLVED, that the compensation that will or may be paid or become payable to PRA’s named executive officers that is based on or otherwise relates to the merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “Interests of PRA’s Directors and Executive Officers in the Merger—Merger-Related Compensation—Golden Parachute Compensation” is hereby APPROVED.”
Approval of the PRA compensation proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. A stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the PRA compensation proposal, while a broker non-vote or other failure to vote (including a failure to instruct your bank, broker or other nominee to vote) will have no effect on the outcome of the proposal.
IF YOU ARE A PRA STOCKHOLDER, THE PRA BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PRA NON-BINDING ADVISORY
COMPENSATION
PROPOSAL (PRA PROPOSAL 2)
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PRA PROPOSAL 3: ADJOURNMENT OF THE PRA STOCKHOLDER MEETING
The PRA stockholder meeting may be adjourned to another time and place if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to the PRA stockholders.
PRA is asking its stockholders to authorize the holder of any proxy solicited by the PRA board of directors to vote in favor of any adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to PRA stockholders.
The PRA board of directors unanimously recommends that PRA stockholders approve the proposal to adjourn the PRA stockholder meeting, if necessary.
Whether or not there is a quorum, approval of the PRA adjournment proposal requires the affirmative vote of a majority in voting power of the shares of PRA common stock represented at the PRA stockholder meeting. A stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the PRA adjournment proposal, while a broker non-vote or other failure to vote (including a failure to instruct your bank, broker or other nominee to vote) will have no effect on the outcome of the proposal.
Under the PRA bylaws, the chairperson of the PRA stockholder meeting may adjourn the PRA stockholder meeting if no quorum is present.
IF YOU ARE A PRA STOCKHOLDER, THE PRA BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PRA ADJOURNMENT
PROPOSAL (PRA PROPOSAL 3)
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THE MERGER
The following is a description of the material aspects of the merger. While ICON and PRA believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important business and financial information about each of ICON and PRA is included in or incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Informationbeginning on page 218.
General
ICON and PRA have entered into the merger agreement, which provides for the merger of Merger Sub, a Delaware corporation and a wholly owned subsidiary of ICON and US HoldCo, with and into PRA. As a result of the merger, the separate existence of Merger Sub will cease, PRA will continue as the surviving corporation and PRA will be a wholly owned subsidiary US HoldCo and ICON.
Merger Consideration
At the effective time, by virtue of the merger and without any action on the part of the parties or any holder of any capital stock of PRA, each share of PRA common stock issued and outstanding immediately prior to the effective time (other than excluded shares, which refers to shares of PRA common stock owned, prior to the effective time, by ICON, US HoldCo, Merger Sub or any other direct or indirect wholly owned subsidiary of ICON or any direct or indirect wholly owned subsidiary of PRA, or held in PRA’s treasury, and dissenting shares (as defined in the section entitled “The Merger Agreement—Dissenting Shares” beginning on page 119)) will be converted automatically into the right to receive (i) 0.4125 of one ICON ordinary share and (ii) $80.00 in cash, without interest.
No fractional ICON ordinary shares will be issued upon the conversion of shares of PRA common stock pursuant to the merger agreement. Each holder of shares of PRA common stock who would otherwise have been entitled to receive fractional ICON ordinary shares pursuant to the merger agreement (after taking into account all shares of PRA common stock exchanged by such holder) will be entitled to receive a cash payment, without interest, in lieu of any such fractional share, equal to the product of (i) such fractional amount and (ii) an amount equal to the last reported sale price per share of ICON ordinary shares on Nasdaq (as reported in The Wall Street Journal or an authoritative source mutually agreed in good faith by ICON and PRA) on the last complete trading day immediately prior to the date of the effective time.
The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of either ICON ordinary shares or PRA common stock changes. The market price of ICON ordinary shares has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the stockholder meetings and the date the merger is completed and thereafter. The market price of ICON ordinary shares, when received by PRA stockholders after the merger is completed, could be greater than, less than or the same as the market price of ICON ordinary shares on the date of this joint proxy statement/prospectus or at the time of the stockholder meetings. Accordingly, you should obtain current stock price quotations for ICON ordinary shares and PRA common stock before deciding how to vote with respect to the proposals described in this joint proxy statement/prospectus. The common stock of ICON is traded on Nasdaq under the symbol “ICLR” and the common stock of PRA is traded on Nasdaq under the symbol “PRAH.”
At the effective time, all excluded shares other than subsidiary-held shares will be cancelled and will cease to exist, and no payment will be made in respect of such shares.
Background of the Merger
The terms of the merger agreement are the result of arm’s-length negotiations between PRA and ICON. The following is a summary of the material events leading up to the entry into the merger agreement and the key meetings, negotiations, discussions and actions between PRA and ICON and their respective advisors that preceded the public announcement of the merger.
The PRA board of directors and PRA management periodically review the strategic direction of PRA and evaluate potential opportunities to enhance stockholder value, including through potential business combination
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transactions. As part of these reviews, the PRA board of directors has received periodic updates from management and its advisors regarding the clinical research organization (“CRO”) industry, including the continuing consolidation in the CRO industry, PRA’s positioning relative to its peers, capital allocation strategies, and strategic alternatives.
From time to time in the ordinary course of business, senior executives of PRA, including Colin Shannon, the President and Chief Executive Officer of PRA, have had informal and preliminary conversations about potential strategic combinations in the CRO industry with senior executives of other companies in the CRO industry (including at industry conferences and meetings of industry executives). PRA senior management updates the PRA board of directors regarding these interactions during regularly scheduled and special meetings of the PRA board of directors.
On January 29, 2020, Mr. Shannon and Dr. Cutler had a telephone conversation. During the conversation, they discussed the state of the CRO industry, including the continuing consolidation in the CRO industry. No details were discussed with respect to a potential business combination.
On February 24, 2020, Mr. Shannon and Dr. Cutler had a telephone conversation to discuss the state of the CRO industry. No details were discussed with respect to a potential business combination, but Mr. Shannon and Dr. Cutler agreed to speak again regarding a potential business combination and agreed that the two companies should enter into a mutual confidentiality agreement that would enable them to continue their discussions. Following the conversation, Mr. Shannon informed members of each of the PRA board of directors and senior management team regarding what was discussed, including that PRA and ICON would enter into a mutual confidentiality agreement on mutually satisfactory terms.
On February 28, 2020, in anticipation of the next meeting between Mr. Shannon and Dr. Cutler, PRA and ICON entered into a mutual confidentiality agreement. The confidentiality agreement did not contain a standstill provision limiting ICON’s ability to acquire any of PRA’s securities, to participate in any proxy solicitation for PRA stockholder votes or to take similar actions.
Mr. Shannon and Dr. Cutler agreed to meet on March 17, 2020 to continue discussing a potential business combination, but the meeting was canceled due to the onset of the COVID-19 pandemic.
Between mid-March and October, 2020 the companies did not engage in substantive discussions regarding a potential transaction.
On October 1, 2020, the meeting between Mr. Shannon and Dr. Cutler, which had been rescheduled from its earlier date, took place. During the meeting, Mr. Shannon and Dr. Cutler discussed the state of the CRO industry and the possibility of a combination of the two companies. Mr. Shannon and Dr. Cutler did not make any specific proposals during the meeting.
On October 9, 2020, during a telephone conversation with Mr. Shannon, Dr. Cutler informed Mr. Shannon that he would review the opportunity to pursue a potential business combination with the ICON board of directors during its regularly scheduled meeting the week of October 20 and, if he received support from the ICON board of directors, would respond to Mr. Shannon the week of October 26 to begin coordinating the sharing of high level information that would allow ICON to validate the rationale for a potential business combination and formulate a more specific proposal.
Mr. Shannon subsequently informed members of each of the PRA board of directors and senior management team of the foregoing conversation.
On October 15, 2020, following preliminary discussions unrelated to the potential transaction with ICON, PRA entered into a non-binding letter of intent with Company A, which set forth preliminary terms of a transaction pursuant to which Company A would acquire a PRA business unit. Following the execution of the letter of intent, Company A conducted more extensive due diligence regarding the business unit. However, no definitive agreements were executed with Company A regarding this potential transaction.
On October 26, 2020, Dr. Cutler informed Mr. Shannon during a telephone conversation that the ICON board of directors had approved moving forward with an information gathering session and that Dr. Cutler would brief the ICON board of directors at their annual December strategy session and make a recommendation on whether to move forward with a potential transaction with PRA. Mr. Shannon and Dr. Cutler agreed to hold a high level meeting to share information on their respective businesses before December.
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On November 17, 2020, at a regularly scheduled meeting of the PRA board of directors, Mr. Shannon updated the PRA board of directors on the status of discussions with each of Dr. Cutler and with Company A. The PRA board of directors determined that it was supportive of further discussions with ICON for a number of reasons, including the trend towards consolidation in the CRO industry, the benefits of bringing together PRA’s geographic and biotechnology focus with ICON’s geographic and pharmaceutical focus and the suite of capabilities that the combined company could provide to clients, and authorized PRA senior management to have such discussions and exchange confidential information with ICON in furtherance of a potential business combination transaction, but instructed PRA senior management not to discuss any matters pertaining to post-closing employment or compensation, or provide any compensation information to ICON.
On November 20, 2020, members of each of the senior management teams of ICON and PRA met by video conference. At the meeting, PRA management presented an overview of PRA’s business, and ICON management presented an overview of ICON’s business.
On December 10, 2020, following a meeting of the ICON board of directors, Dr. Cutler informed Mr. Shannon by telephone that the ICON board of directors was enthusiastic about a potential business combination with PRA and proposed executing a non-binding letter of intent by mid-January, with the goal of conducting due diligence in January and February, 2021, signing a definitive merger agreement by February 23 or 24 and closing the proposed transaction at the end of the second quarter of 2021. Dr. Cutler noted that any ICON proposal would be conditioned on PRA agreeing to grant ICON exclusivity.
Mr. Shannon subsequently informed members of each of the PRA board of directors and senior management team of the foregoing conversation.
On January 7, 2021, ICON delivered to PRA a written non-binding indication of interest in a transaction in which (i) each share of PRA common stock would be exchanged for $150, comprised of $75 in cash and a number of ICON ordinary shares representing a value of $75 based on a fixed exchange ratio determined by the 20-trading day VWAP of ICON ordinary shares ending the day prior to signing and (ii) Mr. Shannon would join the combined company board of directors. This indication of interest is referred to as the ICON January 7, 2021 proposal. The ICON January 7, 2021 proposal was conditioned on PRA entering into an exclusivity agreement, a draft of which was delivered simultaneously with the ICON January 7, 2021 proposal, and contemplated a target announcement date of February 24, 2021. The draft exclusivity agreement provided for exclusivity through February 28, 2021.
On January 19, 2021, the PRA board of directors held a special meeting. Members of PRA’s senior management team and representatives of each of BofA Securities, UBS and PRA’s outside legal counsel also attended the meeting. Members of PRA’s senior management team updated the PRA board of directors on the status of discussions with Company A, noting that very little progress had been made due to fundamental differences with respect to key commercial and other material terms. Representatives of PRA’s outside legal counsel then reviewed with the PRA board of directors its fiduciary duties under applicable law with respect to its consideration and exploration of a potential transaction with ICON, and certain material relationships of BofA Securities and UBS with PRA and ICON. Members of PRA’s senior management reviewed with the PRA board of directors a forecast of PRA’s future performance, which PRA management proposed to be used by BofA Securities and UBS for purposes of their respective financial analyses and opinions and to be shared with ICON if discussions with ICON progressed. The PRA board of directors approved the financial forecast for such uses. For more information regarding such financial forecast, see the section entitled “The MergerPRA Unaudited Financial Forecasts” beginning on page 109. Representatives of each of BofA Securities and UBS then joined the meeting and reviewed with the PRA board of directors the terms of the ICON January 7, 2021 proposal. The investment banks were engaged as financial advisors to PRA on January 20, 2021.
On January 21, 2021, Company A informed PRA that it was terminating discussions regarding a potential transaction.
Also on January 21, the PRA board of directors held a special meeting. Members of PRA’s senior management team and representatives of each of BofA Securities, UBS and PRA’s outside legal counsel also attended the meeting. Members of PRA’s senior management team updated the PRA board of directors on Company A’s termination of discussions regarding a potential transaction over fundamental differences regarding core commercial and other material terms. The representatives of each of BofA Securities and UBS then reviewed with the board their preliminary perspectives with respect to the ICON January 7, 2021 proposal. Further, the BofA Securities and UBS representatives reviewed with the PRA board of directors certain potential alternative strategic opportunities to
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consider, including potential alternative business combination partners, and the PRA board of directors considered, following such review, the strategic rationale for business combinations with such partners and the strategic rationale for a business combination with ICON, including that a business combination with ICON would bring together two highly complementary businesses, that the combined company would be a top pure-play CRO and be well positioned in the event of future consolidation in the CRO industry, that the combined company could provide a comprehensive suite of services to support clients’ global drug development efforts and that the combination would bring together two highly regarded CROs that would be combining from positions of strength. The PRA board of directors also considered the risks associated with initiating a market check and the PRA board of directors’ view that a business combination with ICON was a unique strategic opportunity that could not be replicated through a transaction with another party and that ICON was best positioned to deliver a proposal offering the highest potential value to PRA stockholders. Further, the PRA board of directors discussed its view that consolidation in the industry was likely to happen, and that based on their understanding of the CRO industry, other participants in the industry either could not offer the price ICON would be able to offer because of financial constraints, did not have the right mix of business in their view to be as successful going forward or did not have stock to offer as consideration that was as attractive as the ICON ordinary shares through which PRA stockholders could participate in the growth of the combined company. The PRA board of directors authorized BofA Securities and UBS to reach out to ICON’s financial advisor, Centerview, and to indicate that the PRA board of directors understood the strategic rationale in a combination of PRA and ICON, however, the terms in the ICON January 7, 2021 proposal were insufficient and that in order for the PRA board of directors to consider moving forward on the timeline ICON proposed and potentially grant exclusivity, ICON would need to materially improve its proposal to address both the fundamental value of PRA’s business and to induce the PRA board of directors to move forward on a pre-emptive basis.
On January 22, 2021, as directed by the PRA board of directors, representatives of each of BofA Securities and UBS held a telephone conversation with representatives of Centerview during which they provided feedback on the ICON January 7, 2021 proposal consistent with the PRA board of directors’ authorization.
On January 23, 2021, during a telephone conversation among representatives of each of BofA Securities and UBS, representatives of Centerview indicated that ICON had revised its proposal to $160 per share of PRA common stock, comprised of $80 in cash and a number of ICON ordinary shares representing a value of $80 based on a fixed exchange ratio determined by the 20-trading day VWAP of ICON ordinary shares ending the day prior to signing. The Centerview representatives reiterated that ICON envisioned Mr. Shannon joining the combined company board of directors. This proposal is referred to as the ICON January 23, 2021 proposal. The Centerview representatives further indicated that the ICON January 23, 2021 proposal and ICON’s willingness to proceed was conditioned on PRA agreeing to the proposed exclusivity agreement.
That afternoon, the PRA board of directors held a special meeting. A representative of PRA’s outside legal counsel was present. The PRA board of directors discussed the ICON January 23, 2021 proposal and authorized BofA Securities and UBS to convey to Centerview that further price improvement would be necessary and to deliver to Centerview PRA’s fourth quarter 2020 financial results and financial forecast so that ICON could better understand the fundamental value of PRA.
That evening, as directed by the PRA board of directors, representatives of each of BofA Securities and UBS held a telephone conversation with representatives of Centerview during which they provided feedback on the ICON January 23, 2021 proposal consistent with the PRA board of directors’ authorization. Following the conversation, representatives of BofA Securities and UBS sent Centerview PRA’s fourth quarter 2020 financial results and financial forecast.
On January 27, 2021, Dr. Cutler called Mr. Shannon regarding the ICON January 23, 2021 proposal and the strategic rationale and timing for a proposed transaction, including the consolidation in the CRO industry. No specific revisions to the ICON January 23, 2021 proposal were discussed, but Mr. Shannon noted that any revised proposal would need to both address the fundamental value of PRA and be sufficient to induce the PRA board of directors to move forward on a pre-emptive basis. Mr. Shannon also noted that the PRA board of directors believed that more than one seat on the combined company board of directors should be filled by a current PRA director. Dr. Cutler said he would discuss with the ICON board of directors, and that Mr. Shannon continuing as a director on the combined company board of directors was a prerequisite for ICON pursuing the proposed transaction.
Later on January 27, 2021, representatives of each of BofA Securities and UBS held a telephone conversation with representatives of Centerview. During the conversation, representatives of Centerview verbally communicated
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a revised proposal of $162.50 per share of PRA common stock, comprised of $80 in cash and a number of ICON ordinary shares representing a value of $82.50 based on a fixed exchange ratio determined by the 20-trading day VWAP of ICON ordinary shares ending the day prior to signing. The Centerview representatives reiterated that ICON envisioned Mr. Shannon joining the combined company board of directors. This proposal is referred to as the ICON January 27, 2021 proposal. The Centerview representatives further indicated that the ICON January 27, 2021 proposal and ICON’s willingness to proceed was conditioned on PRA agreeing to the proposed exclusivity agreement.
In the afternoon of January 27, 2021, the PRA board of directors held a special meeting. Representatives of PRA’s outside legal counsel were present. The PRA board of directors discussed the ICON January 27, 2021 proposal, the fact that ICON had consistently reiterated that any proposal was conditioned on exclusivity, their belief that ICON would not be willing to offer more than $165 per share, the low likelihood that other strategic or private buyers would be able to pay a greater price than ICON was currently offering and that the PRA board of directors believed ICON to be a strong counterparty and placed a high value on ICON ordinary shares and the potential upside that PRA stockholders could realize through their ability to retain ownership in the combined company. A representative from PRA’s outside legal counsel then reviewed with the PRA board of directors the proposed terms of the exclusivity agreement and its fiduciary duties under applicable law with respect to entering into such agreement. The PRA board of directors discussed the strategic rationale of the proposed transaction and the financial analyses and considerations with respect to the potential transaction that representatives of each of BofA Securities and UBS had presented at various meetings, including the CRO industry and PRA’s and ICON’s relative positioning in the industry, that the combined company would be able to offer clients more robust offerings across more geographic areas, the advantages of a combination with ICON as opposed to alternative transactions and the financial prospects of PRA in light of the long range projections. The PRA board of directors also discussed the drawbacks of entering into the exclusivity agreement, including that during the exclusivity period PRA would not be able to conduct a market check or enter into alternative transactions with other potential counterparties. In light of the foregoing, the PRA board of directors determined that it was in the best interests of PRA and its stockholders to enter into the proposed exclusivity agreement in order to continue discussions and negotiations with ICON regarding a potential transaction and to authorize BofA Securities and UBS to inform Centerview that the PRA board of directors would be willing to move forward towards a transaction with ICON, and to grant exclusivity through February 24, 2021, at an offer price per share of $165, comprised of $80 in cash and the remainder in ICON ordinary shares.
That evening, as directed by the PRA board of directors, representatives of each of BofA Securities and UBS held a telephone conversation with representatives of Centerview during which they provided feedback on the ICON January 27, 2021 proposal consistent with the PRA board of directors’ authorization.
On January 28, 2021, representatives of each of BofA Securities and UBS held a telephone conversation with representatives of Centerview. During the conversation, representatives of Centerview verbally communicated a revised proposal of $165 per share of PRA common stock, comprised of $80 in cash and a number of ICON ordinary shares representing a value of $85.00 based on a fixed exchange ratio determined by the 20-trading day VWAP of ICON ordinary shares ending the day prior to signing. This proposal is referred to as the ICON January 28, 2021 proposal. The Centerview representatives reiterated that ICON envisioned Mr. Shannon joining the combined company board of directors, and that the ICON January 28, 2021 proposal and ICON’s willingness to proceed was conditioned on PRA agreeing to the proposed exclusivity agreement.
Later on January 28, 2021, Mr. Shannon and Dr. Cutler had a telephone conversation to discuss the ICON January 28, 2021 proposal. During the conversation, Mr. Shannon confirmed that the PRA board of directors was willing to move forward towards a transaction with ICON on the basis of the January 28, 2021 proposal.
On January 29, 2021, a representative of PRA’s outside legal counsel provided comments to ICON’s outside legal counsel with respect to the draft exclusivity agreement.
Also on January 29, 2021, representatives of PRA’s outside legal counsel and members of PRA’s Compensation Committee discussed the treatment of equity awards and other retention and severance matters in connection with the potential transaction.
On January 30, 2021, a representative of ICON’s outside legal counsel sent a revised draft of the exclusivity agreement to PRA’s outside legal counsel and, the following morning, on February 1, 2021, PRA and ICON entered into the exclusivity agreement. The exclusivity agreement provided for exclusive negotiations between PRA and ICON with respect to a strategic transaction until February 24, 2021.
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During the period beginning January 30, 2021 through the date of the execution of the merger agreement, representatives of each of PRA and ICON and their respective advisors conducted extensive due diligence with respect to each other’s businesses, financial, commercial, technology, legal and other matters and held discussions concerning their respective businesses, prospects, key standalone and pro forma opportunities and risks and potential synergies that could result from a potential combination. As part of the due diligence process, PRA and ICON made available to each other and their respective advisors an electronic data room containing certain business, financial, commercial, technology, legal and other information of such party. To facilitate each party’s due diligence review, on February 2, 2021, PRA and ICON entered into a Clean Team Confidentiality Agreement as a supplement to the mutual confidentiality agreement entered into on February 28, 2020, which allowed the advisors of each of PRA and ICON and certain PRA and ICON employees to obtain access to additional information. Additionally, during this same period, ICON, PRA and their respective advisors engaged numerous mutual due diligence video and telephonic conferences.
On February 4, 2021, at a regularly scheduled meeting of the PRA board of directors, members of PRA management updated the PRA board of directors on discussions with ICON, accounting due diligence of ICON as well as on proposed key terms of the merger agreement and the ongoing antitrust analysis of the proposed transaction. Following such discussion, the PRA board of directors authorized PRA’s senior management team to continue discussions and negotiations with ICON in accordance with the parameters discussed.
On February 5, 2021, the PRA Compensation Committee held a special meeting. Representatives of PRA’s outside legal counsel were present. The PRA Compensation Committee discussed the treatment of equity awards and other retention and severance matters in connection with the potential transaction. The PRA Compensation Committee authorized PRA’s outside legal counsel to discuss and negotiate such matters with ICON in accordance with the parameters discussed.
On February 7, 2021, a representative of PRA’s outside legal counsel delivered to ICON’s outside legal counsel the PRA Compensation Committee’s desired treatment of PRA’s equity compensation awards and other retention and severance matters in connection with the potential transaction.
On February 8, 2021, members of the senior management teams of each of ICON and PRA had a due diligence meeting by video conference. At the meeting, members of PRA management presented an overview of PRA’s business and members of ICON management asked questions of PRA management. Members of the senior management teams of ICON and PRA also discussed, among other things, potential achievable revenue synergies from combining their businesses.
On February 10, 2021, members of the senior management teams of each of ICON and PRA had a due diligence meeting by video conference. At the meeting, members of ICON management presented an overview of ICON’s business and members of PRA management asked questions of ICON management. Representatives of the senior management teams of ICON and PRA also discussed, among other things, potential revenue synergies that might be realized by combining their businesses.
That evening, a representative of ICON’s outside legal counsel delivered to PRA’s outside legal counsel an initial draft merger agreement. Among other things, the draft included provisions (i) providing for Mr. Shannon to join the combined company board of directors, (ii) requiring each of PRA and ICON not to solicit alternative transactions, except that the PRA and ICON boards of directors could change their respective recommendations to support the merger or the share issuance, as applicable, to its stockholders if they determine a proposal from a third party to be a superior proposal, (iii) capping the amount of divestitures that either ICON or PRA would be required to make in order to obtain regulatory approvals at assets representing $50 million of revenue in 2020 and (iv) granting ICON the right to terminate the merger agreement in the event of certain adverse tax law changes or to enter into an alternative transaction (in each case, without paying a termination fee). The draft merger agreement included proposed termination fees of 4% of the transaction value for both ICON and PRA. From this point until the merger agreement was finalized, the parties negotiated the terms of the merger agreement, including with respect to the points described in this paragraph, consistent with the authorizations and parameters provided by the PRA and ICON boards of directors. For additional information regarding the final terms of the merger agreement, see the section entitled “The Merger Agreement” beginning on page 116 and the copy of the merger agreement attached as Annex A to this joint proxy statement/prospectus.
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From February 11, 2021 through February 18, 2021, members of the senior management teams of each of ICON and PRA held further due diligence meetings by teleconference and video conference, covering areas of the respective businesses as well as synergies analysis with respect to the proposed combination.
On February 12, 2021, representatives of each of ICON’s outside legal counsel and PRA’s outside legal counsel discussed the terms of the merger agreement and the areas of focus for their respective clients.
On February 17, 2021, a representative of PRA’s outside legal counsel delivered to ICON’s outside legal counsel a revised draft of the merger agreement. Among other revisions, the revised draft merger agreement (i) removed ICON’s ability to change its recommendation or terminate the merger agreement in the event of a superior proposal while granting PRA such a termination right, (ii) provided that the boards of directors of both ICON and PRA have the ability to change their respective recommendations upon the occurrence of certain intervening events, (iii) increased the cap on required divestitures to obtain antitrust approval to those that would have a material adverse effect on the combined company, (iv) removed ICON’s ability to terminate the merger agreement in the event of an adverse tax law change or to enter into an alternative transaction, (v) made revisions to the termination fee triggers and amounts and (vi) left open the contemplated number of seats on the combined company board of directors to be held by current PRA directors and who would hold such seat(s).
On February 18, 2021, Mr. Shannon and Dr. Cutler had a telephone conversation during which they discussed next steps related to the proposed transaction and agreed to instruct PRA and ICON’s respective internal legal teams and outside advisors to continue mutual diligence and to finalize and negotiate definitive agreements expeditiously. They tentatively agreed to work towards an announcement date of February 24, 2021. Also on February 18, 2021, representatives of ICON’s outside legal counsel outlined for PRA’s outside legal counsel the key issues and areas of focus raised by the February 17 draft of the merger agreement from their perspective. Following that discussion, representatives of PRA’s outside legal counsel had a call with members of PRA senior management during which they discussed the issues raised by ICON’s outside legal counsel. Thereafter, representatives of PRA’s outside legal counsel conveyed PRA’s initial feedback on such items to ICON’s outside legal counsel.
On February 19, 2021, the PRA board of directors held a special meeting. Members of PRA’s senior management team and representatives of PRA’s outside legal counsel also attended the meeting. A member of the PRA senior management team discussed quality of earnings due diligence on ICON performed by PRA’s outside accountants as well as ICON’s projections, the impact of COVID-19 on ICON’s business and analyst consensus on ICON’s prospects. Mr. Shannon and the member of PRA management then presented an overview of the CRO landscape, a breakdown of the strategic rationale and a review of precedent transactions. A representative from PRA’s outside legal counsel provided an update on the ongoing antitrust analysis of the proposed transaction. Another representative of PRA’s outside legal counsel then described updates to the merger agreement, including proposed responses to ICON’s initial feedback, and outlined fiduciary duty considerations relating to the PRA board of directors’ evaluation of the proposed transaction. The PRA board of directors concurred with the proposals presented by the representatives of its outside legal counsel. During an executive session, the PRA board of directors discussed the Compensation Committee’s desired treatment of equity compensation awards and other retention and severance matters in connection with the proposed transaction. Later on February 19, 2021, representatives of each of ICON’s outside legal counsel and PRA’s outside legal counsel discussed the terms of the merger agreement and representatives of PRA’s outside legal counsel conveyed the PRA board of directors’ views on the issues raised the previous day.
On February 19, 20 and 21, 2021, representatives of PRA’s outside legal counsel and members of PRA’s Compensation Committee discussed the status of negotiations with representatives of ICON’s outside legal counsel regarding treatment of equity awards and other retention and severance matters in connection with the potential transaction. On those days, representatives of PRA’s outside legal counsel had a number of discussions with representatives of ICON’s outside legal counsel regarding the PRA Compensation Committee’s desired treatment of PRA’s equity compensation awards and other retention and severance matters in connection with the potential transaction.
On February 22, 2021, a representative of ICON’s outside legal counsel delivered to PRA’s outside legal counsel a revised draft of the merger agreement. Among other revisions, the revised draft merger agreement reinserted provisions providing for Mr. Shannon to join the combined company board of directors as the sole additional member and revisions to the termination fee triggers and amounts. Later that day, following discussions with members of PRA
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management and representatives of ICON’s outside legal counsel, a representative of PRA’s outside legal counsel delivered to ICON’s outside legal counsel a revised draft of the merger agreement. Among other revisions, the revised merger agreement provided for Mr. Shannon as well as one other PRA representative to join the combined company board of directors.
That same day, the PRA board of directors held a special meeting. Members of PRA’s senior management team and representatives of each of BofA Securities, UBS and PRA’s outside legal counsel also attended the meeting. A representative of PRA’s outside legal counsel outlined fiduciary duty considerations relating to the PRA board of directors’ evaluation of the proposed transaction and summarized the changes made by ICON to the merger agreement. Representatives of each of BofA Securities and UBS reviewed certain financial aspects of the proposed transaction, including that ICON proposed to determine the fixed exchange ratio using a 19-trading day VWAP of ICON ordinary shares ending two trading days prior to signing. Representatives of each of BofA Securities and UBS then reviewed with the PRA board of directors their respective preliminary financial analyses of the proposed merger consideration based on PRA’s and ICON’s respective financial forecasts, synergy estimates and current market data, all of which had been previously reviewed and approved by the PRA board of directors for use by each of BofA and UBS Securities in connection with their respective financial analyses.
The PRA board of directors then discussed ICON’s proposal in light of the new draft of the merger agreement and the financial analyses of the financial advisors and provided parameters within which they authorized PRA’s outside legal counsel to negotiate the remaining open terms of the merger agreement.
From that meeting until the early morning of February 24, 2021, representatives of each of ICON’s outside legal counsel and PRA’s outside legal counsel discussed the open terms of the merger agreement and resolved the remaining open legal points, as authorized by their respective clients.
Before the opening of trading on February 24, 2021, the PRA board of directors held a special meeting. Members of PRA’s senior management team and representatives of each of BofA Securities, UBS and PRA’s outside legal counsel attended the meeting. A representative of PRA’s outside legal counsel summarized the final terms of the merger agreement. Representatives of BofA Securities presented to the PRA board of directors BofA Securities financial analyses of the merger consideration. Following the conclusion of this presentation and upon the request of the PRA board of directors, BofA Securities rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated February 24, 2021, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the merger by PRA stockholders was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “—Opinions of PRA’s Financial Advisors—BofA Securities, Inc.” beginning on page 16. Representatives of UBS then reviewed orally with the PRA board of directors UBS’ financial analyses of the merger consideration. Following the conclusion of this presentation and upon the request of the PRA board of directors, UBS rendered its oral opinion, subsequently confirmed by delivery of a written opinion dated February 24, 2021, to the effect that, as of that date and based upon and subject to various assumptions, matters considered and limitations described in its written opinion, the merger consideration to be received by PRA stockholders in the merger was fair, from a financial point of view, to such holders, as described in the section entitled “—Opinions of PRA’s Financial Advisors—UBS Securities LLC” beginning on page 17. Following discussion, and after carefully considering the proposed terms of the transaction, and taking into consideration the matters discussed during that meeting and at prior meetings and the factors described below under “Recommendation of the PRA Board of Directors and Reasons for the Merger”, on a motion duly made and seconded, the PRA board of directors unanimously: (i) declared the merger agreement and the transactions contemplated thereby, including the merger, fair to, and in the best interests of PRA and the PRA stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, (iii) directed that the merger agreement be submitted to the PRA stockholders for adoption at a meeting of such stockholders and (iv) recommended that the PRA stockholders vote in favor of the adoption of the merger agreement.
On the morning of February 24, 2021, PRA and ICON executed the merger agreement, the execution of which was announced in a press release issued by ICON soon thereafter.
Recommendation of the PRA Board of Directors and Reasons for the Merger
By unanimous vote, the PRA board of directors, at a meeting held on February 24, 2021, (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, PRA and the PRA stockholders, (b) approved and declared advisable the merger agreement and the
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transactions contemplated thereby, including the merger, and (c) resolved to recommend that the PRA stockholders approve and adopt the merger agreement and the transactions contemplated thereby, including the merger. The PRA board of directors unanimously recommends that PRA stockholders vote “FOR” the merger proposal and “FOR” the non-binding compensation advisory proposal.
In the course of reaching its determination and recommendation, the PRA board of directors met several times to consider a potential transaction with ICON, including in executive session, and consulted with PRA’s senior management, outside legal counsel and financial advisors. In recommending that PRA stockholders vote their shares of PRA common stock in favor of adoption of the merger agreement, the PRA board of directors also considered a number of factors, including the following factors (not necessarily in order of relative importance) which the PRA board of directors viewed as being generally positive or favorable in coming to its determination and recommendation:
Value and nature of the consideration to be received in the merger by PRA stockholders.
Premium. The per share merger consideration consisting of $80.00 in cash and 0.4125 ICON ordinary shares, representing an implied premium of approximately 30% to PRA’s closing stock price of $127.73 per share on February 23, 2021 (the last trading day prior to the PRA board of directors’ approval of the merger agreement) based on the $208.62 closing price of ICON ordinary shares on February 23, 2021;
Cash and Equity Consideration. The fact that the PRA stockholders will receive a portion of the merger consideration in the form of cash, which provides certainty of value, and a portion of the merger consideration in the form of ICON ordinary shares, which is expected to give PRA stockholders the opportunity to participate in the growth prospects of the combined business or, given the liquid market for ICON ordinary shares, the opportunity to sell ICON ordinary shares following consummation of the merger at their discretion;
Value of ICON Ordinary Shares. The PRA board of directors’ belief that the ICON ordinary shares that will be delivered to PRA stockholders as merger consideration are a highly attractive currency that will benefit in the near and long-term from the merger’s significant anticipated synergies, operational efficiencies and potential for growth described in more detail below.
Benefits of a combined company.
Scale. The PRA board of directors’ expectation that the combined company following the merger will emerge as a global leader across core clinical CRO services and the expectation that this enhanced scale will make the combined business better equipped to meet current and anticipated customer needs given the combined business’ anticipated broader service and geographic offerings, deeper therapeutic expertise, expansive healthcare technology innovation, and functional talent capabilities. The PRA board of directors’ expectation that the combined company will have formal strategic partnerships with a majority of the world’s top biopharmaceutical companies, providing a platform for continued growth and innovation.
Complementary Businesses and Geographic Scope. The PRA board of directors’ expectation that the combined business will, by bringing together PRA’s geographic and biotechnology focus and ICON’s geographic and pharmaceutical focus, be able to provide a more diversified and complete suite of capabilities and product offerings for its clients. The PRA board of directors also considered that the combined business will be better positioned to serve customers in the increasingly global clinical trial landscape and will be positioned to serve the fast-growing Asian market.
Superior Product Offerings. The PRA board of directors’ expectation that the combined company will be able to offer clients a comprehensive set of services relating to their drug development efforts, including capabilities that will help support customers engaged in Phase I trials all the way through drug commercialization. The PRA board of directors’ expectation that the combining of PRA’s mobile health, commercial connected health platforms, real world data and information solutions with ICON’s global site network, home health services and wearables expertise, will deliver differentiated de-centralized and hybrid trial solutions to meet growing customer needs. The PRA board of directors
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considered that the combined company is expected to be a top pure-play CRO and that it will be well positioned in a time of likely consolidation in the CRO industry to offer a comprehensive suite of services and capabilities to support its clients’ global drug-development efforts.
Timing. The PRA board of directors’ expectation that PRA is taking advantage of current strong market demand in the healthcare intelligence and clinical CRO industries by proactively consolidating its current position with that of ICON and bringing together two companies with histories of robust growth and performance.
Continuing Influence. The PRA board of directors' expectation that PRA stockholders will have continuing influence on the execution of the strategy and business plan of the combined company through the appointment of Colin Shannon and another member of the PRA board of directors to the combined company board of directors.
Synergies. The PRA board of directors’ expectation that the merger will result in PRA stockholders being able to participate in the benefits derivable from an estimated $150 million in cost savings by 2025.
Positive Effect on Pro Forma Earnings Per Share. The PRA board of directors’ expectation that the merger will be accretive to ICON’s adjusted earnings per share.
Superior alternative to other transactions potentially available to PRA. Following consultation with PRA’s management and financial advisors, the PRA board of directors believed it was unlikely that an alternative strategic counterparty would be willing to engage in a transaction that would provide PRA stockholders with greater value in the form of the cash and stock consideration received in connection with the merger.
Superior alternative to continuation of standalone PRA. The PRA board of directors considered PRA’s business, prospects and other strategic opportunities and the risks of remaining as a standalone public company, including the risk of PRA’s relative lack of scale compared to the combined company and the trend toward consolidation in the CRO industry. The PRA board considered that, in light of this likely trend toward consolidation in the CRO industry, the combined company would be well positioned as a top pure-play CRO capable of offering its clients more robust capabilities and services across more geographic areas than the standalone business of PRA. Based on these considerations, the PRA board of directors believed the value offered to PRA stockholders pursuant to the merger would be more favorable to PRA stockholders than the potential value that might reasonably be expected to result from remaining an independent public company.
Receipt of fairness opinions and presentations from BofA Securities and UBS. The PRA board of directors considered the separate financial analyses of the merger consideration presented by representatives of each of BofA Securities and UBS, as well as the oral opinions of each of BofA Securities and UBS rendered to the PRA board of directors on February 24, 2021, which opinions were each subsequently confirmed by delivery of written opinions dated February 24, 2021, to the effect that, as of such date, and subject to various assumptions, matters considered and limitations described in their respective written opinions, the merger consideration to be received by PRA stockholders in the merger was fair, from a financial point of view, to such holders, as more fully described below under the headings —Opinions of PRA’s Financial Advisors—Opinion of BofA Securities, Inc. and —Opinions of PRA’s Financial Advisors—Opinion of UBS Securities LLC, respectively.
Opportunity to receive alternative acquisition proposals. The PRA board of directors considered the terms of the merger agreement related to the PRA board of directors’ ability to respond to unsolicited acquisition proposals and determined that third parties would be unlikely to be deterred from making a competing proposal by the provisions of the merger agreement, including because the PRA board of directors may, under certain circumstances, furnish information or enter into discussions in connection with a competing proposal. In this regard, the PRA board of directors considered that:
subject to its compliance with the merger agreement, the PRA board of directors can change its recommendation to PRA stockholders with respect to the adoption of the merger agreement prior to the adoption of the merger agreement by the vote of PRA stockholders if the PRA board of directors
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determines in good faith (after consultation with its financial advisors and outside legal advisors) that, with respect to a superior proposal or an intervening event, the failure to take such action would be inconsistent with the PRA board of directors’ fiduciary duties; and
although the merger agreement contains (a) a termination fee of $277 million, representing approximately 2.5% of PRA’s equity value at signing, that PRA would be required to pay to ICON in certain circumstances, including if ICON terminates the merger agreement in connection with a change in the PRA board of directors’ recommendation to stockholders with respect to adoption of the merger agreement and (b) expense reimbursement of $100 million, representing approximately 0.9% of PRA’s equity value at signing, to ICON if the merger agreement is terminated because of a failure of PRA’s stockholders to approve and adopt the merger agreement, the PRA board of directors believed that this fee and the expense reimbursement are reasonable in light of the circumstances and the overall terms of the merger agreement, consistent with fees and provisions in comparable transactions and not preclusive of other offers.
Likelihood of completion and terms of the merger agreement. The PRA board of directors considered the likelihood of completion of the merger to be significant, in light of, among other things, the belief that, in consultation with PRA’s legal advisors, the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties, covenants (including the restrictions on ICON’s ability to solicit competing proposals, make other acquisitions and issue additional ICON ordinary shares and both parties’ obligations to use reasonable best efforts to obtain regulatory clearances and the parties’ expectations that such clearances will be obtained) and conditions to closing, and the circumstances under which the merger agreement may be terminated, are reasonable.
The PRA board of directors also considered a number of uncertainties, risks and factors it deemed generally negative or unfavorable in making its determination, approval and related recommendation, including the following (not necessarily in order of relative importance):
Transacting during a global pandemic. The PRA board of directors considered that the merger with ICON will occur at a time where businesses, including the businesses of ICON and PRA, are facing uncertainty due to the global COVID-19 pandemic and the potential impact that such pandemic may have on PRA, ICON and their respective customers and suppliers.
Scale. The PRA board of directors considered the potential that the risks outlined above with respect to lack of scale, but also considered that the combined company’s increased scale might hinder its ability to react swiftly to changing market dynamics.
Continuing influence. The PRA board of directors considered the potential that Mr. Shannon and the other member of the PRA board of directors who will join the combined company board of directors will not have sufficient influence at the combined company to create value or that the methods they used to achieve success at PRA will not be scalable and cannot successfully be applied to create value for the combined company’s larger portfolio.
Possible failure to achieve synergies. The PRA board of directors considered the potential challenges and difficulties in integrating the operations of PRA and ICON and the risk that anticipated cost savings and operational efficiencies between the two companies, or other anticipated benefits of the merger, might not be realized or might take longer to realize than expected.
Fixed exchange ratio. The PRA board of directors considered that, because the stock portion of the merger consideration is based on a fixed exchange ratio rather than a fixed value, PRA stockholders bear the risk of a decrease in the trading price of ICON ordinary shares during the pendency of the merger and the fact that the merger agreement does not provide PRA stockholders with a collar or a value-based termination right.
Risks associated with the pendency of the merger. The PRA board of directors considered the risks and contingencies relating to the announcement and pendency of the merger (including the likelihood of litigation or other opposition brought by or on behalf of PRA stockholders or ICON shareholders challenging the merger and the other transactions contemplated by the merger agreement) and the risks and
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costs to PRA if the completion of the merger is not accomplished in a timely manner or if the merger does not close at all, including potential employee attrition, the impact on PRA’s relationships with third parties and the effect termination of the merger agreement may have on the trading price of PRA common stock and PRA’s operating results.
Interim operating covenants. The PRA board of directors considered the restrictions on the conduct of PRA’s and its subsidiaries’ businesses during the period between the execution of the merger agreement and the completion of the merger as set forth in the merger agreement.
ICON change of recommendation; ICON shareholder vote. The PRA board of directors considered the right of the ICON board of directors to change its recommendation to ICON shareholders upon the occurrence of an intervening event, subject to certain conditions. The PRA board of directors also considered that, even if the merger agreement is approved by PRA stockholders, ICON’s shareholders may not approve the ICON share issuance proposal, which is a condition of the merger.
Competing proposals; termination fees; expense reimbursement. The PRA board of directors considered the possibility that a third party may be willing to enter into a strategic combination with PRA on terms more favorable than the merger. In connection therewith, the PRA board of directors considered the terms of the merger agreement relating to no shop covenants and termination fees, and the potential that such provisions might deter alternative bidders that might have been willing to submit a superior proposal to PRA. The PRA board of directors also considered that, under specified circumstances, PRA may be required to pay a termination fee or expenses in the event the merger agreement is terminated and the effect this could have on PRA, including:
the possibility that the termination fee could discourage other potential parties from making a competing offer; although the PRA board of directors believed that the termination fee amount and the potential expense reimbursement are reasonable and will not unduly deter any other party that might be interested in making a competing proposal;
if the merger is not consummated, PRA will pay its own expenses incident to preparing for and entering into and carrying out its obligations under the merger agreement and the transactions contemplated thereby; and
the requirement that if the merger agreement is terminated as a result of the failure to obtain approval of the PRA stockholders, PRA will be obligated to reimburse ICON $100 million for its expenses in connection with the merger agreement.
Interests of PRA directors and executive officers. The PRA board of directors considered that PRA’s directors and executive officers may have interests in the merger that may be different from, or in addition to, those of PRA stockholders. For more information about such interests, see below under the heading “—Interests of PRA Directors and Executive Officers in the Merger.”
Merger costs. The PRA board of directors considered the costs associated with the completion of the merger, including management’s time and energy and potential opportunity cost.
Regulatory approval. The PRA board of directors considered that the merger and the related transactions require regulatory approvals to complete such transactions and the risk that the applicable governmental entities may seek to impose unfavorable terms or conditions, or otherwise fail to grant, such approvals.
Other risks. The PRA board of directors considered risks of the type and nature described under the sections entitled “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements.”
The PRA board of directors believed that, overall, the potential benefits of the merger to PRA stockholders outweighed the risks and uncertainties of the merger.
The foregoing discussion of factors considered by the PRA board of directors in reaching its conclusions and recommendation includes the principal factors considered by the PRA board of directors, but is not intended to be exhaustive and may not include all of the factors considered by the PRA board of directors, but includes the material factors considered by the PRA board of directors. In light of the variety of factors considered in connection with its evaluation of the merger, the PRA board of directors did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and
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recommendations. Rather, the PRA board of directors based its decisions on the totality of the factors and information it considered. Moreover, each member of the PRA board of directors applied his or her own personal business judgment to the process and may have given different weight to different factors.
ICON’s Reasons for the Merger
At a special meeting held on February 23, 2021, the ICON board of directors unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and the ICON share issuance, on the terms and subject to the conditions set forth in the merger agreement. In the course of reaching its determination, the ICON board of directors considered a number of factors, including the following:
Benefits of a combined company. ICON’s management and board of directors believe that the merger will provide significant strategic opportunities for ICON, including among others, that:
the combined company will have increased functional, geographic and therapeutic scale as well as expansive healthcare technology innovation;
the combined company will be positioned to address the growing market need for de-centralized and hybrid trial solutions from a differentiated combination of mobile and connected health platforms, a global site network, home health services and wearables expertise;
the combined company will be number 1 or 2 in key clinical market segments; and
the combined company will have formal strategic partnerships with a majority of the top 20 biopharma companies, providing a platform for growth and innovation.
Receipt of a fairness opinion. ICON’s board of directors considered the opinion of Centerview rendered to the ICON board of directors on February 23, 2021, which was subsequently confirmed by delivery of a written opinion dated February 23, 2021, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Consideration to be paid by ICON and its subsidiaries pursuant to the merger agreement was fair, from a financial point of view, to ICON, as more fully described in the section entitled “—Opinion of ICON’s Financial Advisor” beginning on page 78 and in the full text of the written opinion of Centerview, which is attached as Annex B to this joint proxy statement/prospectus.
The foregoing statements are forward-looking in nature and should be read in conjunction with the discussion entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 32 and the section entitled “Risk Factors” beginning on page 34. There can be no assurance that any anticipated strategic opportunities will be realized.
ICON shareholders are not required to approve the adoption of the merger agreement under Irish law and, accordingly, ICON shareholders are not being asked to vote on the merger or the adoption of the merger agreement.
Opinion of ICON’s Financial Advisor
On February 23, 2021, Centerview rendered to the ICON board of directors its oral opinion, subsequently confirmed in a written opinion dated February 23, 2021, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Consideration to be paid by ICON and its subsidiaries pursuant to the merger agreement was fair, from a financial point of view, to ICON.
The full text of Centerview’s written opinion, dated February 23, 2021, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B and is incorporated herein by reference, and the summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to such full text. Centerview’s financial advisory services and opinion were provided for the information and assistance of the ICON board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion only addressed the fairness, from a financial point of view, as of the date thereof, to ICON of the Consideration to be paid by ICON and its subsidiaries pursuant to the
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merger agreement. Centerview’s opinion did not address any other term or aspect of the merger agreement or the Transaction and does not constitute a recommendation to any ICON shareholder or any other person as to how such shareholder or other person should vote with respect to the merger or otherwise act with respect to the Transaction or any other matter. The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.
In connection with rendering the opinion described above and performing its related financial analyses, Centerview reviewed, among other things:
a draft of the merger agreement dated February 23, 2021, referred to in this summary of Centerview’s opinion as the “Draft Agreement”;
PRA’s Annual Reports on Form 10-K for the years ended December 31, 2019, December 31, 2018 and December 31, 2017 and ICON’s Annual Reports on Form 20-F for the years ended December 31, 2019, December 31, 2018 and December 31, 2017;
certain interim reports to PRA stockholders and ICON shareholders, including PRA’s Quarterly Reports on Form 10-Q and ICON’s quarterly reports furnished on Form 6-K;
certain publicly available research analyst reports for PRA and ICON;