PRAH PRA Health Sciences Inc

 

Filed by PRA Health Sciences, Inc pursuant to

Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: PRA Health Science,

Commission File No. 001-36732

Date: February 26, 2021

 

INSERT DIVISION HERE FEBRUARY 24, 2021 Employee Town Hall – Acquisition News Please Stay Tuned – The Meeting Will Begin Shortly

Executive Name Opening Statement

Confidential 3 Cautionary Note Regarding Forward - Looking Statements • This communication contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 199 5, 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 transact ion , 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 regardin g I CON’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 phr ase s 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 an d 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 cau se 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 transacti on; 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 litigatio n r elating 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 th at 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 transac tio n - 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 pa tients 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 Ann ual 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 pro xy 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. N either 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 her eof. 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 solicitati on 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 se curities 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/pro spe ctus 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 wi th 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 AMENDME NTS 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 fre e 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 m ana gement 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 24, 2021. Information about the directors and executive officers of PRA is set forth in its proxy statement for its 2020 annual meeting of stockholders, whic h w as 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 respec t o f 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” and such terms as “the company,” “the corporation,” “our,” “we,” “us” and “its” may refer to PRA Health Scienc es, Inc., 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 manag es its own affairs.

Key Information and Details

Acquisition Announcement Details • On February 24, ICON announced its entry into an agreement to acquire PRA Health Sciences. • The transaction is subject to regulatory, government and shareholder approval. The deal is expected to close in Q3 2021. • Until approval is granted, both companies will operate as separate and independent companies. It is business as usual for PRA. − During this time, it’s vital that we stay focused on continuing to deliver high quality services and deliverables to our customers. − During this time, nothing will change for PRA employees. − The two companies must not exchange any commercially sensitive information including current or future pricing, vendor costs, marketing plans, sales strategies, future hires, customer lists and profit margins. − Unless authorized by your executive leader, you should not be communicating with employees at ICON. Should you be contacted by anyone at ICON please inform your FM. All media contacts must be referred to Laurie Hurst in Corporate Communications. • Upon closing, Colin Shannon will join the ICON Board of Directors along with one additional board member from PRA. • Once the transaction closes, an integration planning period will begin; it will be led by an integration planning team made up of employees from both companies. Confidential 5

Why did ICON and PRA enter into an acquisition agreement? • This strategic transaction will bring together two high - quality, innovative, growing organizations with similar cultures and values to create the world’s leading healthcare intelligence and clinical CRO. • Our industry is consolidating, and the timing is right to bring the two organizations together so that we are in the best position to meet market demands and accelerate the path to achieving our transformational vision. • Leadership looked at potential partners whose culture and values were a match with PRA’s and who would bring additional capabilities to help us achieve our vision much faster. − The union between PRA and ICON was done after carefully evaluating what was best for the growth of our employees. • ICON and PRA are combining from positions of strength – both organisations have a long history of growth, delivered strong Q4 performance, and are expecting strong performance for 2021 and beyond. − PRA brings a strong track record of executing, both operationally and financially; we have market - leading businesses and technology, including our DCT - enabling and commercial connected health platforms, real world data and information solutions, market - leading Strategic Solutions business, vast experience with biotech companies, strong leadership, incredible talent, and a people - first culture. Confidential 6

Why did ICON and PRA enter into an acquisition agreement? • COVID - 19 created a platform for change that cannot be ignored. The pandemic sped up the adoption of mobile health technologies and healthcare intelligence tools – tools that PRA helped develop – at an unprecedented rate. • T he combined organization will create a new paradigm for bringing clinical research to patients, enabling expanded capabilities for customers and growth opportunities for employees. • After closing, combining PRA’s mobile and 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 patient and customer needs. • To ensure continued success, we will harness the outstanding leadership and talent that resides in both organizations to deliver operational excellence and continue our focus and mission on patient - centered drug and device development. Confidential 7

 

Employee Communications Presentation Title: [add title here]

Employee Communications • Colin Shannon and the executive team will be hosting a Global Town Hall event for all employees in early March. • Please make every effort to attend. The information provided will be updated and top questions will be addressed directly. • We have created an InsidePRA page with updated materials, including an FAQ for all employees and guidance on social media engagement. − Go to InsidePRA’s main page, click Corporate in the navigation on the left, and then Acquisition Information at the top of the menu. − https://insidepra.prahs.com/acquisition - information • It is normal for you to have questions about the acquisition. Please engage with your FM and HRBP with specific questions you may have; you can also submit your questions via email – more on that later. • We will be communicating with leaders and all PRA employees at regular intervals to ensure that you have the latest updates. Confidential 9

Next Steps Presentation Title: [add title here]

What’s next for our OnePRA team? • This past year has shown how important team unity is. This situation is no different. Let’s come together as a team to ensure our mutual success. • Be there for your teammates. We have all been told the big news, and it will take some time to understand and internalize the information. − We know change can bring uncertainty, but let’s work together to achieve our mission of bringing life - changing products to people with unmet medical needs. • Focus on delivering for clients and patients. We are operating separately and independently from ICON. Nothing is changing for us now, we still must be accountable for timelines, deliverables and being responsive. • Connect with your professional networks and let them know PRA is hiring! We still have 1,600+ requisitions to fill for critical positions. The Double TAP program has been extended through June, so send in your referrals. • PRA and ICON will be in the news, on social media, and in other channels related to the acquisition. Feel free to engage in a professional, civil way. − Example social posts are included on InsidePRA. • If any partners, vendors or sites ask questions about the acquisition, please speak with your FM prior to responding. When responding, adhere to approved messaging that is included on InsidePRA. Confidential 11

Submit Your Questions • You can submit general questions about the acquisition to PRAemployeeQuestions@prahs.com . Please copy your HRBP on the email. • Everything sent to this mailbox is visible to Human Resources and Corporate Communications. • Please keep in mind that the answers to some of your questions may not be available at this time. • Your questions may be chosen for the Global Town Hall in March and answered by a member of the Executive Leadership Team. Other questions may be added to the Employee FAQ or used for other employee meetings in the future. Confidential 12

Thank You