お知らせ • Jul 03
ICON Public Limited Company (NasdaqGS:ICLR) completed the acquisition of PRA Health Sciences, Inc. (NasdaqGS:PRAH).
ICON Public Limited Company (NasdaqGS:ICLR) entered into an agreement to acquire PRA Health Sciences, Inc. (NasdaqGS:PRAH) for $10.9 billion on February 24, 2021. ICON will acquire PRA in a cash and stock transaction valued at approximately $12 billion, with the per share merger consideration consisting of $80 in cash and 0.4125 shares of ICON stock. Upon completion of the transaction, PRA shareholders will own approximately 34% of the shares of the combined company and ICON shareholders will own approximately 66%. ICON intends to fund the cash portion of the transaction consideration through a combination of cash on hand and fully committed debt financing from Citi. ICON entered into a commitment letter with Citigroup Global Markets Inc. and certain other financial institutions to provide to ICON a senior secured revolving credit facility in an aggregate principal amount of up to $300 million and a senior secured bridge loan facility in an aggregate principal amount of up to $6,060 million to, among other things, fund (i) cash consideration in connection with the merger, (ii) repayment of certain existing indebtedness and (iii) fees and expenses in connection with the foregoing. ICON will finance the transaction from a notes offering of $500 million. PRA will be obligated to pay to ICON a termination fee of $277 million. ICON will be obligated to pay to PRA a termination fee of $388 million.
Steve Cutler, Chief Executive Officer of ICON plc, will serve as Chief Executive Officer of the combined company and Brendan Brennan, Chief Financial Officer of ICON plc, will serve as Chief Financial Officer. Ciaran Murray will serve as the Chairman of the Board of Directors. Current PRA Chairman and Chief Executive Officer, Colin Shannon will join the board post the closing of the transaction along with one additional board member from PRA and to nominate such two new directors for re-election to the ICON board at such next annual general meeting of ICON. ICON and PRA expect that, after giving effect to such appointments, ICON’s board of directors will comprise one executive director and eleven outside directors. ICON’s constitution provides that, unless otherwise determined by ICON at a general meeting, the number of directors shall not be more than fifteen nor fewer than three. ICON’s board of directors comprises one executive director and nine outside or non-executive directors at the date of this joint proxy statement/prospectus. The combined company will be headquartered in Dublin, Ireland.
The transaction is subject to regulatory and shareholder of ICON and PRA approval, the receipt of antitrust clearance in the United States, Austria, Germany and Russia, and to approval of foreign direct investment in each of Austria, France, Germany, Italy and New Zealand. In the United States, ICON and PRA each filed a notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or HSR Act, which is referred to as an HSR notification, with the Federal Trade Commission, or FTC, and the Department of Justice, or DOJ, the ICON Ordinary Shares to be issued in the Merger having been approved for listing on the Nasdaq, obtainment of certain consents, approvals and other authorizations of governmental entities free of any burdensome condition, the effectiveness of the registration statement of which this joint proxy statement/prospectus and satisfaction or waiver of the other customary closing conditions. The transaction is not subject to a financing condition. The ICON board of directors unanimously recommends that ICON shareholders vote “FOR” each of the proposals to be considered at the ICON EGM. The PRA board of directors unanimously recommends that PRA stockholders vote “FOR” each of the proposals to be considered at the PRA stockholder meeting. The transaction has been unanimously approved by both Boards of Directors. German Federal Cartel Office has provided antitrust clearance to the transaction on April 12, 2021. The waiting period under the HSR Act with respect to the filed notifications expired on April 14, 2021. Approval was received with respect to antitrust filings in Austria on April 17, 2021. Approval with respect to the New Zealand filing was received on April 19, 2021, and approvals with respect to the German and Italian foreign direct investment filings were received on April 22, 2021. As of May 13, 2021, the transaction is approved by Federal Antimonopoly Service of Russia (FAS). With FAS approval, all antitrust approvals necessary for the closing of the transaction have been received. On June 15, 2021, the shareholders of PRA Health Sciences approved the transaction. On June 15, 2021, the shareholders of ICON approved the transaction.
The transaction is anticipated to close during third quarter of 2021. As of April 26, 2021, the transaction will be completed in July 2021. As of May 17, 2021, the transaction is expected to complete on July 1, 2021. The transaction is anticipated to be highly accretive delivering double-digit accretion in the first full year and growing to 20%+ thereafter, driven by growth momentum, estimated annual run-rate cost synergies of $150 million, and the combined effective tax rate decreasing to 14%, both to be realized in approximately 4 years.
William M. Hartnett, Kimberly C. Petillo-Décossard, Ross E. Sturman, Craig Horowitz, Adam Dworkin, Glenn Waldrip, Mark Gelman, Elai Katz, Brock Bosson and Lauren Rackow of Cahill Gordon & Reindel serving as legal counsel to ICON plc. Krishna Veeraraghavan, Laura C. Turano, Caith Kushner, Greg Liu, Suhan Shim, Mikhel Schecter, Rick Rule, Andrew Forman, Steven Herzog, Peter Jaffe, Rachel Fiorill, Jonathan Ashtor, Robert Holo, Marta Kelly, Richard Elliott and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP serving as legal counsel to PRA. Cian McCourt, Fintan Clancy, Cian Beecher, Colin Kavanagh, Olivia Mullooly and Patrick Horan of Arthur Cox LLP acted as legal advisors for PRA. Mark Ward, Berni Hosty, Richard Marron, Keavy Ryan, Seamus O 'Croinin, Alan McCarthy, Anna Marie Curran and Paul Fahy of A&L Goodbody acted as legal advisors for ICON. Matthew M. Friestedt of Sullivan & Cromwell LLP acted as legal advisors to PRA. MacKenzie Partners, Inc. acted as the proxy solicitation agent for PRA with a fee of approximately $50,000 for the services rendered. Georgeson LLC, acted as the proxy solicitation agent for ICON with a fee of approximately $20,000, plus costs and expenses. BofA Securities, Inc. acted as fairness opinion provider and financial advisor to PRA with a fee of approximately $30 million, $2 million of which was payable upon delivery of its opinion and the remainder of which is payable upon the closing of the merger. UBS Securities LLC acted as fairness opinion provider and as financial advisor to PRA with a fee of approximately $30 million, $2 million of which became payable upon delivery of UBS’ opinion and remainder of which is contingent upon consummation of the merger. Centerview Partners is acting as lead financial advisor with Citi providing additional financial advisory services to ICON. Centerview Partners LLC acted as fairness opinion provider to ICON with an aggregate fee of $30 million, $5 million of which was payable upon the rendering of Centerview’s opinion and $25 million of which is payable contingent upon consummation of the transaction. Fabian Badtke, Jens Peter Schmidt, Stefan Weber, Philipp Studt, Artem Kara, Sascha Giller, Edina Schweizer and Jörg Menzer of Noerr; Tom Usher and Sophie Chesterton of Macfarlanes LLP; Forrest Alogna and Maxime Wach of Darrois Villey Maillot Brochier; Francesco Salerno and Federico Macchi of Gianni, Origoni, Grippo, Cappelli & Partners and Christian Mayer, Moritz am Ende and Elisabeth Wielinger of Schima Mayer Starlinger Rechtsanwälte GmbH acted as legal advisors for ICON.
ICON Public Limited Company (NasdaqGS:ICLR) completed the acquisition of PRA Health Sciences, Inc. (NasdaqGS:PRAH) on July 1, 2021. As part of closing ICON issued $500 million notes in a private offering and proceeds will be used to fund the cash consideration payable by ICON, refinance and repay certain existing indebtedness of ICON, its subsidiaries and PRA and pay fees and expenses related to the merger.
