ICON Announces Private Offering of Senior Secured Notes
14 Junho 2021 - 8:59AM
Business Wire
ICON plc (NASDAQ: ICLR) (“ICON”)
announced today in connection with the proposed acquisition by ICON
of PRA Health Sciences, Inc. (“PRA”) pursuant to which Indigo
Merger Sub, Inc., a wholly owned subsidiary of ICON (“Merger Sub”)
will merge with and into PRA (the “Merger”), with PRA surviving the
Merger, that Merger Sub intends to offer $500 million aggregate
principal amount of Senior Secured Notes due 2026 and $1,515
million aggregate principal amount of Senior Secured Notes due 2028
(collectively, the “Notes”) in a private offering (the “Offering”),
subject to market and other conditions.
ICON intends to use the proceeds from the Offering, together
with cash on hand and borrowings made under a proposed new credit
facilities to be entered into in connection with the closing of the
Merger, to (i) fund the cash consideration payable by ICON for the
Merger, (ii) refinance and repay certain existing indebtedness of
ICON, its subsidiaries and PRA (the “Refinancing”) and (iii) pay
fees and expenses related to the Merger, the Refinancing and the
Offering. Upon the consummation of the Merger, the Notes will be
guaranteed on a senior secured basis by ICON and certain of its
direct and indirect subsidiaries that will guarantee the new credit
facilities.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the Notes (and the
guarantees) or any other securities or a solicitation of any vote
or approval, nor will there be any sale of the Notes (or any
guarantees) or any other securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. The Notes
(and the guarantees) will be offered and sold in reliance on an
exemption from the registration requirements provided by Rule 144A
under the Securities Act of 1933 (the “Securities Act”) and to
non-U.S. persons outside the United States pursuant to Regulation S
under the Securities Act. None of the Notes or related guarantees
have been registered under the Securities Act or the securities
laws of any state or other jurisdiction, and the Notes (and such
guarantees) may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and the securities laws of any
applicable state or other jurisdiction. There can be no assurance
that the proposed offering of Notes will be completed.
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 relating to the Notes and
related financing transactions and regarding the potential
transaction between ICON public limited company, a public limited
company in Ireland (“ICON”) and PRA Health Sciences, Inc., a
Delaware corporation (“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; potential litigation
relating to the potential transaction that 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 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 to be 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.
Important Information for Investors and Stockholders
As announced on February 24th, 2021, ICON and PRA Health
Sciences (“PRA”) have entered into a definitive merger agreement.
In connection with the potential acquisition transaction, ICON has
filed a registration statement on Form F-4 (File No. 333-254891)
with the SEC containing a prospectus of ICON that also constitutes
a proxy statement of each of ICON and PRA. The registration
statement, as amended, was declared effective, by the SEC on April
28, 2021. Each of ICON and PRA commenced mailing copies of the
definitive joint proxy statement/prospectus to stockholders of ICON
and PRA, respectively, on or about April 28, 2021. ICON and PRA may
also file other documents with the SEC regarding the potential
transaction. This communication is not a substitute for the joint
proxy statement/prospectus or registration statement or for any
other document that ICON or PRA have filed or may file with the SEC
in connection with the potential transaction. INVESTORS AND
SECURITY HOLDERS OF ICON AND PRA ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE
FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and security holders are
able to obtain free copies of the joint proxy statement/prospectus
and other documents filed with the SEC by ICON or PRA through the
website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by ICON are available free of charge
on ICON’s website at https://www.iconplc.com and copies of the
documents filed with the SEC by PRA are available free of charge on
PRA’s website at https://www.prahs.com/. Additionally, copies may
be obtained by contacting the investor relations departments of
ICON or PRA.
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 SEC. Information about the directors and
executive officers of ICON is set forth in its annual report on
Form 20-F, which was filed with the SEC on February 24, 2021.
Information about the directors and executive officers of PRA is
set forth in its Amendment to Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2020, which was filed with the SEC
on March 30, 2021. These documents can be obtained free of charge
from the sources indicated above. Additional information regarding
the interests of such participants in the solicitation of proxies
in respect of the potential transaction are included in the
registration statement and joint proxy statement/prospectus and
other relevant materials filed with the SEC.
About ICON ICON plc is a global provider of outsourced
drug and device development and commercialisation services to
pharmaceutical, biotechnology, medical device and government and
public health organisations. The company specialises in the
strategic development, management and analysis of programs that
support clinical development - from compound selection to Phase
I-IV clinical studies. With headquarters in Dublin, Ireland, ICON
employed approximately 16,070 employees in 89 locations in 43
countries as at March 31, 2021.
ICON/ICLR-F
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Investor Relations +1888 381 7923 or Brendan Brennan Chief
Financial Officer +353 1 291 2000 Jonathan Curtain Vice President
Corporate Finance and Investor Relations +353 1 291 2000 All at
ICON.
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