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ICON To Buy PRA Health Sciences In $12 Bln Cash, Stock Deal - Quick Facts

ICON plc, (ICLR), a provider of outsourced drug and device development and commercialisation services, announced Wednesday its agreement to acquire PRA Health Sciences, Inc. (PRAH) in a cash and stock transaction valued at approximately $12 billion.

Under the deal terms, PRA shareholders will receive per share merger consideration of $80 in cash and 0.4125 shares of ICON stock. The consideration represents an approximately 30% premium to PRA's closing price as of February 23.

Upon completion of the transaction, PRA shareholders will own approximately 34 percent of the shares of the combined company and ICON shareholders will own approximately 66 percent.

The acquisition is anticipated to be highly accretive delivering double-digit accretion in the first full year and growing to 20%+ thereafter.

The combined company will be headquartered in Dublin, Ireland. Steve Cutler, Chief Executive Officer of ICON, will serve as the combined company's CEO, while Brendan Brennan, Chief Financial Officer of ICON, will serve as its CFO. 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.

ICON said it intends to fund the cash portion of the deal consideration through a combination of cash on hand and fully committed debt financing from Citi. The transaction is not subject to a financing condition.

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