PRA HEALTH SCIENCES, INC. Item 8.01 Other Events.
On
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
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
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