Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2021, PRA Health Sciences, Inc. ("PRA") held a special meeting of
its stockholders (the "Special Meeting"). As of the close of business on
April 26, 2021, the record date for the Special Meeting, 64,795,400 shares of
common stock, $0.01 par value per share, of PRA (the "PRA Common Stock"), were
outstanding and entitled to vote. A total of 52,801,348 shares of PRA Common
Stock were voted in person or by proxy, representing approximately 81.48% of the
shares entitled to be voted, which constituted a quorum to conduct business at
the Special Meeting. The following are the final voting results on proposals
considered and voted upon at the Special Meeting, all of which are described in
PRA's Joint Proxy Statement/Prospectus, which was filed with the U.S. Securities
and Exchange Commission on April 28, 2021.
Each of the proposals was approved by the requisite vote of PRA's stockholders.
Proposal 1 - To adopt the Agreement and Plan of Merger, dated as of February 24,
2021, by and among ICON plc ("ICON"), PRA Health Sciences, Inc. ("PRA"), ICON US
Holdings Inc., a wholly owned subsidiary of ICON ("US HoldCo"), and Indigo
Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (such
agreement, as it may be amended from time to time, the "merger agreement" and
such proposal, the "PRA merger agreement proposal").
PRA's stockholders approved the PRA merger agreement proposal.
For Against Abstain
52,696,425 8,219 96,704
Proposal 2 - To approve, on an advisory (non-binding) basis, the executive
officer compensation that will or may be paid to PRA's named executive officers
that is based on or otherwise relates to the transactions contemplated by the
merger agreement (the "PRA compensation proposal").
PRA's stockholders approved the PRA compensation proposal.
For Against Abstain
52,293,719 343,661 163,968
Proposal 3 - To approve the adjournment of the PRA stockholder meeting to
solicit additional proxies if there are not sufficient votes at the time of the
PRA stockholder meeting to approve the PRA merger agreement proposal or to
ensure that any supplement or amendment to the accompanying joint proxy
statement/prospectus is timely provided to PRA stockholders (the "PRA
PRA's stockholders approved the PRA adjournment proposal, if necessary, but an
adjournment was not necessary in light of adoption of the merger agreement.
For Against Abstain
48,962,035 3,721,701 117,612
Item 8.01 Other Events.
Based on the results of the Special Meeting, subject to the satisfaction or
waiver of the remaining closing conditions under the merger agreement, the
transactions contemplated by the merger agreement are expected to be consummated
on July 1, 2021.
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 uncertainties as
to the timing to consummate the potential transaction; the risk that a condition
to closing the potential transaction may not be satisfied; 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 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 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.
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