PRA HEALTH SCIENCES, INC. Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.
On the Closing Date, ICON completed the acquisition of PRA. Pursuant to the
Merger Agreement, at the effective time of the Merger (the "Effective Time"),
each share of common stock, par value
Equity awards of PRA that are outstanding prior to the Effective Time were generally treated as follows (subject to the terms and conditions set forth in the Merger Agreement):
• Each outstanding PRA stock option and restricted stock unit was assumed by ICON
on the same terms and conditions (including vesting conditions) and converted to a stock option or restricted stock unit based on ICON Ordinary Shares with the number of ICON Ordinary Shares and exercise price in the case of stock options determined at a conversion ratio as set forth under the Merger Agreement; and
• Each outstanding share of PRA restricted stock was vested at the Closing and
was cancelled and converted into the right to receive the per share Merger Consideration.
The foregoing description of the Merger and the Merger Agreement, and the
related transactions contemplated thereby, does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the Merger Agreement which is attached as Exhibit 2.1 to PRA's Current Report on
Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
PRA notified The Nasdaq Global Select Market ("Nasdaq") on the Closing Date that
the Merger had been consummated and requested that the trading of PRA Common
Stock on Nasdaq be suspended prior to market open on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the Merger, a change in control of PRA occurred, and PRA is now a wholly owned subsidiary of ICON and US HoldCo.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger, in accordance with the Merger
Agreement, each of
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Effective Time, (i) PRA's Amended and Restated Certificate of Incorporation was amended and restated in its entirety and (ii) PRA's Amended and Restated Bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement.
Copies of the Certificate of Incorporation of PRA and the Bylaws of PRA are filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 24, 2021 , by and among ICON, US HoldCo, Indigo Merger Sub and PRA (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by PRA onFebruary 24, 2021 ) 3.1 Certificate of Incorporation of PRA 3.2 Bylaws of PRA 104 Cover Page formatted in Inline XBRL 3
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