ICON Shareholders Vote in Favour of All Resolutions at its Extraordinary General Meeting
June 15 2021 - 4:15PM
Business Wire
ICON plc (NASDAQ: ICLR) (“ICON”), a
global provider of outsourced drug and device development and
commercialisation services to pharmaceutical, biotechnology,
medical device and government and public health organisations,
today announced that all resolutions at the ICON Extraordinary
General Meeting of the Company (“EGM”) held on June 15, 2021 (which
resolutions had all been recommended by the Board) were all duly
passed by shareholders. These resolutions, approving the issuance
of ICON ordinary shares in connection with the acquisition of PRA
Health Sciences, Inc. (“PRA”), were set out in the Notice of the
EGM sent to shareholders dated April 27, 2021.
As previously disclosed, on February 24, 2021, ICON, a public
limited company in Ireland, ICON US Holdings Inc., a Delaware
corporation and subsidiary of ICON (“US HoldCo”), and Indigo Merger
Sub, Inc., a Delaware corporation and subsidiary of ICON and US
HoldCo (“Merger Subsidiary”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with PRA, a Delaware corporation.
Upon the terms and subject to the conditions of the Merger
Agreement, Merger Subsidiary will merge with and into PRA (the
“Merger”), with PRA surviving as a subsidiary of ICON and US
HoldCo.
On June 15, 2021, PRA also held a special meeting of its
stockholders (the “Special Meeting”). At the Special Meeting, based
on preliminary voting results reported by PRA, PRA’s stockholders
voted to (a) adopt the Merger Agreement, (b) 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, and (c) approve the adjournment of the
Special Meeting under certain circumstances.
Based on the results of the EGM and the Special Meeting, subject
to the satisfaction or waiver of the remaining closing conditions
under the Merger Agreement, the transactions contemplated by the
Merger Agreement are expected to be consummated on July 1,
2020.
Forms of Proxy were received by ICON plc before the meeting,
appointing proxies and giving them the following voting
instructions:
RESOLUTION NUMBER
RESOLUTION
TOTAL NUMBER OF SHARES
VOTED
NUMBER OF SHARES
VOTE FOR
NUMBER OF SHARES VOTE
AGAINST
NUMBER OF SHARES VOTE
ABSTAIN
1
Proposal to approve the issuance
of ICON ordinary shares to PRA stockholders pursuant to the merger
agreement
45,514,092
45,476,088
21,190
16,814
2
Proposal to adjourn the ICON EGM
to solicit additional proxies if there are not sufficient votes to
approve Resolution Number 1, the ICON share issuance proposal
45,514,092
45,174,697
306,268
33,127
All resolutions are ordinary resolutions.
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 uncertainties as to the timing to consummate the
potential transaction; the risk that a condition to closing the
potential transaction may not be satisfied; litigation relating to
the potential transaction that has been or 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 most recent
Quarterly Report on Form 10-Q, 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
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.
About ICON
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 16,070 employees in 89 locations in 43
countries as at March 31, 2021.
ICON/ICLR-F
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Investor Relations 1 888 381 7923 or Brendan Brennan Chief
Financial Officer + 353 1 291 2000 Jonathan Curtain Vice President
Corporate Finance and Investor Relations + 353 1 291 2000 All at
ICON.
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