On February 24, 2021, ICON plc issued a press release announcing that it had entered into an Agreement and Plan of Merger dated February 24, 2021 (the “Merger Agreement”) to acquire PRA Health. Under the terms of the Merger Agreement, each holder of PRA Health common stock will receive both of: (i) $80 in cash and (ii) 0.4125 shares of ICON common stock for each share of PRA Health common stock they own (the “Merger Consideration”).

On April 28, 2021, the Company filed a Schedule 14A Definitive Proxy Statement with the SEC. The Complaint alleges that the Proxy Statement, which recommends that PRA Health stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) certain financial projections; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by the Company’s financial advisors; and (iii) the Background of the Proposed Transaction.