Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 01 2021 - 5:15PM
Edgar (US Regulatory)
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 statements will be used by PRA Health Sciences,
Inc. in response to media inquiries regarding the transaction.
“ICON announced that it has entered into an agreement
to acquire PRA, pending regulatory and shareholder approval later this year. While PRA and ICON will continue to operate as separate
and independent companies until closing, we are looking forward to creating the world’s leading healthcare intelligence and
clinical CRO.”
Key Messaging
|
I.
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DCTs, Digital Health, HIO, Technology
|
|
a.
|
We will combine PRA’s mobile and connected health platforms, real world data solutions and information solutions with
ICON’s global site network, home health services, and hybrid trial solutions to meet growing customer needs.
|
|
II.
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Market Leading Healthcare Intelligence Organization
|
|
a.
|
For years, PRA has been working to transform into a market-leading HIO with a goal of increasing access to clinical trials
and accelerating global drug development. The union of ICON and PRA will bring together two innovative, growing organizations to
create the world’s leading healthcare intelligence and clinical CRO.
|
|
III.
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Broader Scale of Service
|
|
a.
|
With broader and deeper service, geographic and therapeutic offerings, and expansive data-driven healthcare technology, ICON
and PRA will be able to deliver enhanced solutions for all customers, increasing access to patients, and reducing development time
and cost.
|
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.
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