PRA HEALTH SCIENCES, INC. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger Overview
On
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value
Treatment of PRA Equity Awards
Equity awards of PRA that are outstanding prior to the Effective Time will generally be treated as follows (subject to the terms and conditions set forth in the Merger Agreement):
· Each outstanding PRA stock option and restricted stock unit will be 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 will vest at closing and be
cancelled and converted into the right to receive the per share Merger Consideration. Closing Conditions
The obligation of the parties to consummate the Merger is subject to customary
conditions, including, among others, (i) the approval by ICON's shareholders
(the "Requisite ICON Vote") of the grant of authority to the Board of Directors
of ICON to effect the issuance of ICON Ordinary Shares (the "Share Issuance"),
(ii) the approval and adoption of the Merger Agreement by PRA's shareholders
(the "Requisite PRA Vote"), (iii) the absence of any court order or law
prohibiting the consummation of the Merger, the Share Issuance or other
transactions contemplated by the Merger Agreement, (iv) the early termination or
expiration of any applicable waiting period or periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and specified
approvals under certain other antitrust and foreign investment laws, including
the expiration or termination of all applicable waiting or other time periods,
(v) the ICON Ordinary Shares to be issued in the Merger having been approved for
listing on the Nasdaq, (vi) the effectiveness of the registration statement of
ICON pursuant to which the ICON Ordinary Shares to be issued in the Merger will
be registered with the
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties from both ICON and PRA with respect to each party's business. The Merger Agreement also contains customary covenants, including covenants by each of ICON and PRA to, subject to certain exceptions (including reasonable actions taken in response to COVID-19), use reasonable best efforts to conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the consummation of the Merger.
Under the Merger Agreement, each of ICON and PRA has agreed to use its reasonable best efforts to take all actions and to do all things necessary, proper or advisable to consummate the Merger, including obtaining all consents from governmental authorities and taking all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental authorities, in order to consummate the Merger and the other transactions contemplated by the Merger Agreement. Notwithstanding such general obligation, ICON and PRA are not required to take any action that would reasonably be expected to have a material adverse effect on ICON, PRA and their respective subsidiaries, taken as a whole.
The Merger Agreement provides that ICON will take all reasonably necessary actions to cause, as of the Closing (as defined in the Merger agreement), PRA's CEO and one additional current member of the Board of Directors of PRA to be appointed to the Board of Directors of ICON, until the next annual general meeting of ICON shareholders and ICON will take all reasonably necessary action to nominate such two new directors for re-election to the Board of Directors of ICON at the next annual general meeting of ICON's shareholders, in accordance with and subject to the charter documents and governance policies of ICON and applicable law.
Shareholder Meetings; Non-Solicitation; Intervening Events
The Merger Agreement requires each of ICON and PRA to convene a shareholder meeting for purposes of obtaining the Requisite ICON Vote and the Requisite PRA Vote, respectively. In addition, subject to certain exceptions, each of ICON and PRA have agreed (i) not to solicit alternative transactions or enter into discussions concerning, or provide information in connection with, any alternative transaction and (ii) that its Board of Directors will recommend that its shareholders approve the granting of authority to the Board of Directors of ICON to effect the Share Issuance, in the case of ICON, and adopt the Merger Agreement, in the case of PRA.
Prior to the Requisite ICON Vote, the Board of Directors of ICON may, in connection with a "Parent Intervening Event" (as defined in the Merger agreement), change its recommendation, subject to complying with notice and other specified conditions, including giving PRA the opportunity to propose changes to the Merger Agreement in response to such Parent Intervening Event, if the Board of Directors of ICON determines that the failure to do so would be inconsistent with its fiduciary duties under applicable law.
Prior to the Requisite PRA Vote, the Board of Directors of PRA may, in connection with (i) the receipt of a "Company Superior Proposal" (as defined in the Merger Agreement),or (ii) a "Company Intervening Event" (as defined in the Merger Agreement), change its recommendation, subject to complying with notice and other specified conditions, including giving ICON the opportunity to propose changes to the Merger Agreement in response to such Company Superior Proposal or Company Intervening Event, as applicable, if the Board of Directors of PRA determines that the failure to do so would be inconsistent with its fiduciary duties under applicable law.
Termination
The Merger Agreement contains certain customary termination rights for ICON and
PRA. Subject to certain limitations, the Merger Agreement may be terminated by
either ICON or PRA if (i) the Merger is not consummated on or before
In addition, ICON may terminate the Merger Agreement (subject to certain limitations): (i) if prior to the Requisite PRA Vote, the Board of Directors of PRA has changed its recommendation that PRA shareholders vote in favor of the approval and adoption of the Merger Agreement; or (ii) if PRA has breached or failed to perform any of its representations, warranties, covenants or other agreements such that a condition to ICON's obligation to consummate the Merger would fail to be satisfied, and such breach or failure is not cured during a 30-day cure period or is incapable of being cured by the End Date.
PRA will be obligated to pay to ICON and US HoldCo a termination fee of
In addition, PRA may terminate the Merger Agreement: (i) prior to the receipt of the Requisite PRA Vote, in order to enter into a definitive agreement providing for a Company Superior Proposal if certain conditions are met; (ii) if prior to the Requisite ICON Vote, the Board of Directors of ICON has changed its recommendation that ICON shareholders vote in favor of the grant of authority to the Board of Directors of ICON to effect the Share Issuance; or (iii) if ICON has breached or failed to perform any of its representations, warranties, covenants or other agreements such that a condition to PRA's obligation to consummate the Merger would fail to be satisfied, and such breach or failure is not cured during a 30-day cure period or is incapable of being cured by the End Date.
ICON and US HoldCo will be obligated to pay to PRA a termination fee of
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 24, 2021 , by and among ICON, US HoldCo, Indigo Merger Sub and PRA 104 The cover page of this Current Report on Form 8-K formatted as Inline XBRL.
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