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: March 1, 2021
The
following communication was made by PRA Health Sciences, Inc. (“PRA”) on March 1, 2021 to Bristol
Myers Squibb (“BMS”) and PRA employees that work with BMS.
Newsletter copy
Audience: BMS client and employees working on business
Distribution date: Tuesday, March 2
Requester: Frank Gallo
Dear BMS and PRA teams and colleagues,
It was announced last week that ICON entered into
an agreement to acquire PRA (Link to the press release) (which also includes important legal and regulatory
disclosures), and it is natural to wonder what this means to the work we are doing every day. It is important to know
that it does not change anything related to the work between our organizations, and it is critical that each of us remains focused
on ensuring continued successful delivery.
The announcement begins the regulatory and shareholder review of the acquisition,
which will last several months. The acquisition is expected to close in the third quarter 2021. Until closing, PRA and ICON will
continue to operate as separate and independent companies.
PRA is steadfastly committed to delivering at the highest level for BMS. The
PRA team remains focused on providing the highest quality of customer service, being responsive to your needs, and ensuring that
our timelines and milestones are met with high quality deliverables.
Although we are excited that this strategic transaction will bring together two
high-quality, growing organizations with similar customer-centric cultures to create the world’s leading healthcare intelligence
and clinical contract research organization – our focus is on the great work our teams are doing every day across BMS and
PRA for patients around the world.
If you have any questions or concerns, please don’t hesitate to reach out
to me or Buu.
Signed,
X
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 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,
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” and such terms as “the company,” “the
corporation,” “our,” “we,” “us” and “its” may refer to PRA Health Sciences, 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 manages its own affairs.
PRA Health Sciences (NASDAQ:PRAH)
Historical Stock Chart
From Sep 2024 to Oct 2024
PRA Health Sciences (NASDAQ:PRAH)
Historical Stock Chart
From Oct 2023 to Oct 2024