Item 8.01 Other Events.
As previously disclosed, on
The completion of the Merger is conditioned upon, among other things, the
clearance of the Merger having been granted by the Federal Antimonopoly Service
of
On
The completion of the Merger remains subject to other customary closing
conditions, including the adoption of the Merger Agreement by PRA's stockholders
and the approval by ICON's shareholders of the issuance of ICON ordinary shares
in the Merger and foreign direct investment approval in
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 and 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; litigation relating to the potential transaction
that has been or 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 most recent Quarterly Report
on Form 10-Q, and in subsequent filings with the
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 has filed a registration
statement on Form F-4 (File No. 333-254891) with the
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
The term "PRA" and such terms as "the company," "the corporation," "our," "we,"
"us" and "its" may refer to
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