Press release
ICON Shareholders Vote in Favour of All Resolutions at its Extraordinary General Meeting
DUBLIN--(BUSINESS WIRE)-- ICON plc (NASDAQ: ICLR) (“ICON”), a global provider of outsourced drug and device development and commercialisation services to
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[{"type":"text","content":" DUBLIN--(BUSINESS WIRE)--\nICON plc (NASDAQ: ICLR) (“ICON”), a global provider of outsourced drug and device development and commercialisation services to pharmaceutical, biotechnology, medical device and government and public health organisations, today announced that all resolutions at the ICON Extraordinary General Meeting of the Company (“EGM”) held on June 15, 2021 (which resolutions had all been recommended by the Board) were all duly passed by shareholders. These resolutions, approving the issuance of ICON ordinary shares in connection with the acquisition of PRA Health Sciences, Inc. (“PRA”), were set out in the Notice of the EGM sent to shareholders dated April 27, 2021.\n\nAs previously disclosed, on February 24, 2021, ICON, a public limited company in Ireland, ICON US Holdings Inc., a Delaware corporation and subsidiary of ICON (“US HoldCo”), and Indigo Merger Sub, Inc., a Delaware corporation and subsidiary of ICON and US HoldCo (“Merger Subsidiary”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PRA, a Delaware corporation. Upon the terms and subject to the conditions of the Merger Agreement, Merger Subsidiary will merge with and into PRA (the “Merger”), with PRA surviving as a subsidiary of ICON and US HoldCo.\n\nOn June 15, 2021, PRA also held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, based on preliminary voting results reported by PRA, PRA’s stockholders voted to (a) adopt the Merger Agreement, (b) 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, and (c) approve the adjournment of the Special Meeting under certain circumstances.\n\nBased on the results of the EGM and 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, 2020.\n\nForms of Proxy were received by ICON plc before the meeting, appointing proxies and giving them the following voting instructions:\n\n\n\nRESOLUTION NUMBER\n\n\n\nRESOLUTION\n\n\n\nTOTAL NUMBER OF SHARES VOTED\n\n\n\nNUMBER OF SHARES\n\n\nVOTE FOR\n\n\n\nNUMBER OF SHARES ...