- The consolidation brings together two organizations with a
history of robust growth and performance ready to build on this
strength using the outstanding talent of both companies to deliver
enhanced value to patients, customers, employees and
shareholders.
- All customers will benefit from increased functional,
geographic and therapeutic scale as well as expansive healthcare
technology innovation.
- The combination will address the growing market need for
de-centralised 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 business will be no. 1 or 2 in key clinical
market segments and have formal strategic partnerships with a
majority of the top 20 biopharma companies, providing a platform
for growth and innovation.
- Significant shareholder value creation expected as a result
of strong industry momentum and leveraging best practice operating
models, revenue, cost and tax synergies.
- ICON and PRA to host conference call at 8:30 a.m. EST 24th
February.
ICON plc, (NASDAQ: ICLR), a global provider of outsourced
drug and device development and commercialisation services to the
pharmaceutical, biotechnology and medical device industries, and
government and public health organisations, today announced it has
entered into a definitive agreement to acquire PRA Health Sciences,
Inc. (NASDAQ: PRAH) in a cash and stock transaction valued at
approximately $12 billion, with the per share merger consideration
consisting of $80 in cash and 0.4125 shares of ICON stock. The
consideration represents an approximately 30% premium to PRA’s
closing price as of February 23rd, 2021.
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the full release here:
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The transaction brings together two high-quality, innovative and
growing organisations with similar cultures and a shared focus on
high quality and efficient clinical trial execution from Phase 1 to
post-approval studies.
Biopharma and medical device customers of all sizes will benefit
from broader service offerings and geographic footprint, deeper
therapeutic expertise, expansive healthcare technology innovation,
and functional talent and capabilities. PRA’s mobile and connected
health platforms and real world data and information solutions
together with ICON’s Accellacare site network, home health services
and wearables expertise, will be combined to deliver differentiated
decentralised and hybrid trial solutions to meet growing customer
needs.
The transaction is anticipated to be highly accretive delivering
double-digit accretion in the first full year and growing to 20%+
thereafter, driven by growth momentum, estimated annual run-rate
cost synergies of $150 million, and the combined effective tax rate
decreasing to 14%, both to be realised in approximately 4
years.
Dr. Steve Cutler, Chief Executive Officer, ICON plc,
said:
“The combined company will create a new paradigm for
accelerating clinical research and bringing new medicines and
devices to market. Both ICON and PRA have track records of robust
growth and performance and we are ready to build on this unrivalled
position of strength, utilising the outstanding talent in both
organisations. With broader and deeper operational scale combined
with innovative technology and real world data solutions, we will
enable all customers to reduce their development time and cost. We
will be the leading provider of de-centralised and hybrid trial
solutions through the integration of our data capabilities, health
platforms and Accellacare site network. The transaction will be
highly accretive from full year 1 post-close.”
Colin Shannon, Chairman and Chief Executive Officer, PRA
Health Sciences, said:
“I joined PRA 13 years ago to help build a company that would
make a difference in the world and transform the way we developed
new medicines. The way we do it now takes far too long and costs
far too much. Critically ill patients can’t wait for cures.
Underserved populations can’t wait for access. Every day counts.
COVID-19 created a platform for change that we cannot ignore. The
pandemic accelerated the adoption of mobile health technologies and
healthcare intelligence tools – tools that PRA helped develop – at
an unprecedented rate. The union of PRA and ICON will create an
organization that has the people, data and technology to bring
those cures to patients faster and more efficiently than ever
before. We are thrilled to be joining with ICON, a company with a
similar culture and values. I’m deeply indebted to PRA’s 19,000
talented employees who have helped us bring this vision closer to
reality. We stand together now because patients can’t wait.”
TRANSACTION DETAILS
Under the terms of the transaction, PRA shareholders will
receive per share, $80 in cash and 0.4125 shares of ICON stock.
Upon completion of the transaction, PRA shareholders will own
approximately 34 percent of the shares of the combined company and
ICON shareholders will own approximately 66 percent.
MANAGEMENT, GOVERNANCE AND HEADQUARTERS
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 will serve as the Chairman of the
Board of Directors.
Current PRA Chairman and Chief Executive Officer, Colin Shannon
will join the board post the closing of the transaction along with
one additional board member from PRA.
FINANCING, CLOSING AND APPROVALS
ICON intends to fund the cash portion of the transaction
consideration through a combination of cash on hand and fully
committed debt financing from Citi. The transaction is not subject
to a financing condition.
The transaction has been unanimously approved by both Boards of
Directors and is anticipated to close during quarter three of 2021,
subject to regulatory and shareholder approvals and customary
closing conditions. Until closing, PRA and ICON remain separate and
independent companies.
ADVISORS
Centerview Partners is acting as lead financial advisor with
Citi providing additional financial advisory services, and Cahill
Gordon & Reindel serving as legal counsel to ICON plc. BofA and
UBS Investment Bank are acting as financial advisors, and Paul
Weiss serving as legal counsel to PRA Health Sciences.
CONFERENCE CALL / WEBINAR DETAILS
ICON will hold a conference call today, February 24th, 2021 at
8:30 EST [13:30 Ireland & UK]. This call and linked slide
presentation can be accessed live from our website at
http://investor.iconplc.com. A recording will also be available on
the website for 90 days following the call. In addition, a calendar
of company events, including upcoming conference presentations, is
available on our website, under “Investors”. This calendar will be
updated regularly.
About ICON plc
ICON plc is a global provider of outsourced drug and device
development and commercialisation services to pharmaceutical,
biotechnology, medical device and government and public health
organisations. The company specialises in the strategic
development, management and analysis of programs that support
clinical development - from compound selection to Phase I-IV
clinical studies. With headquarters in Dublin, Ireland, ICON
employed approximately 16,000 employees in 93 locations in 41
countries as at December 31, 2020. For further information about
ICON, visit: www.iconplc.com and www.iconplc.com/pra
About PRA
PRA 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 approximately
19,000 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. To learn more about PRA, please visit:
www.prahs.com
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements generally include statements
regarding the potential transaction between ICON public limited
company, a public limited company in Ireland (“ICON”) and PRA
Health Sciences, Inc., a Delaware corporation (“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. Key factors that could cause actual results to
differ materially from those projected in the forward-looking
statements include the ability to obtain the requisite ICON and PRA
stockholder approvals; uncertainties as to the timing to consummate
the potential transaction; the risk that a condition to closing the
potential transaction may not be satisfied; the risk that
regulatory approvals are not obtained or are obtained subject to
conditions that are not anticipated by the parties; potential
litigation relating to the potential transaction that could be
instituted against ICON, PRA or their respective directors; the
effects of disruption to ICON’s or PRA’s respective businesses;
restrictions during the pendency of the potential transaction that
may impact ICON’s or PRA’s ability to pursue certain business
opportunities or strategic transactions; the effect of this
communication on ICON’s or PRA’s stock prices; transaction costs;
ICON’s ability to achieve the benefits from the proposed
transaction; ICON’s ability to effectively integrate acquired
operations into its own operations; the ability of ICON or PRA to
retain and hire key personnel; unknown liabilities; and the
diversion of management time on transaction-related issues. Other
important factors that could cause actual results to differ
materially from those in the forward-looking statements include 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); risks regarding
PRA’s ability to maintain large customer contracts or enter into
new contracts; PRA’s ability to attract suitable investigators and
patients for its clinical trials; PRA’s ability to keep pace with
rapid technological change; 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 (the “SEC”). These risks, as
well as other risks associated with the potential transaction, are
more fully discussed in the joint proxy statement/prospectus to be
filed with the SEC in connection with the proposed transaction.
Other unpredictable or unknown factors not discussed in this
communication could also have material adverse effects on
forward-looking statements. Neither ICON nor PRA assumes any
obligation to update any forward-looking statements, except as
required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date
hereof.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Information for Investors and Stockholders
In connection with the potential transaction, ICON expects to
file a registration statement on Form F-4 with the SEC containing a
preliminary prospectus of ICON that also constitutes a preliminary
proxy statement of each of ICON and PRA. After the registration
statement is declared effective, each of ICON and PRA will mail a
definitive joint proxy statement/prospectus to stockholders of ICON
and PRA, respectively. This communication is not a substitute for
the joint proxy statement/prospectus or registration statement or
for any other document that ICON or PRA may file with the SEC in
connection with the potential transaction. INVESTORS AND SECURITY
HOLDERS OF ICON AND PRA ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the joint proxy statement/prospectus (when available) and other
documents filed with the SEC by ICON or PRA through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by ICON will be available free of
charge on ICON’s website at https://www.iconplc.com and copies of
the documents filed with the SEC by PRA will be available free of
charge on PRA’s website at https://www.prahs.com/. Additionally,
copies may be obtained by contacting the investor relations
departments of ICON or PRA.
ICON and PRA and certain of their respective directors, certain
of their respective executive officers and other members of
management and employees may be considered participants in the
solicitation of proxies with respect to the potential transaction
under the rules of the SEC. Information about the directors and
executive officers of ICON is set forth in its annual report on
Form 20-F, which was filed with the SEC on February 27, 2020.
Information about the directors and executive officers of PRA is
set forth in its proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on April 3, 2020. These
documents can be obtained free of charge from the sources indicated
above. Additional information regarding the interests of such
participants in the solicitation of proxies in respect of the
potential transaction will be included in the registration
statement and joint proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
The term “PRA” may refer to PRA Health Sciences, Inc., one or
more of its consolidated subsidiaries, or to all of them taken as a
whole. The term “ICON” may refer to ICON public limited company,
one or more of its consolidated subsidiaries, or to all of them
taken as a whole. All of these terms are used for convenience only
and are not intended as a precise description of any of the
separate companies, each of which manages its own affairs.
ICON/ICLR-F
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210224005484/en/
Investor enquiries:
Brendan Brennan, CFO +35312912000
brendan.brennan@iconplc.com
Jonathan Curtain, VP, Corporate Finance & Investor Relations
+35312912000 jonathan.curtain@iconplc.com
Media enquiries:
ICON David Green, VP Marketing (GMT timezone) +353 87923
5704, david.green@iconplc.com
Weber Shandwick (PR adviser) Anthony Steel (EST time
zone) +1 917-803-1990, ASteel@webershandwick.com
Jonathan Smith (GMT time zone) +44 7852 131068,
Jonathan.Smith@webershandwick.com
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