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`Joel E. Elkins (SBN 256020)
`jelkins@weisslawllp.com
`WEISSLAW LLP
`9100 Wilshire Blvd. #725 E.
`Beverly Hills, CA 90210
`Telephone: 310/208-2800
`Facsimile: 310/209-2348
`Attorneys for Plaintiff
`
`
`
`
`
`UNITED STATES DISTRICT COURT
`
`SOUTHERN DISTRICT OF CALIFORNIA
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`
`
`
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`
`
`JOHN MURPHY,
`
`Plaintiff,
`
`
` vs.
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`PRA HEALTH SCIENCES, INC., COLIN
`SHANNON, JEFFREY T. BARBER,
`ALEXANDER G. DICKINSON, LINDA S.
`GRAIS, JAMES C. MOMTAZEE, GLENN D.
`STETTIN, and MATTHEW P. YOUNG,
`
` Defendants.
`
`
`
`)
`)
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`)
`)
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`)
`)
`
`BGS
`
`'21CV1064
`
`GPC
`
`Case No.
`
`
`
`COMPLAINT FOR
`VIOLATIONS OF THE
`FEDERAL SECURITIES LAWS
`
`JURY TRIAL DEMANDED
`
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`
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`
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`Plaintiff John Murphy (“Plaintiff”), on behalf of himself and all others similarly situated, upon
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`information and belief, including an examination and inquiry conducted by and through his counsel,
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`except as to those allegations pertaining to Plaintiff, which are alleged upon personal belief, alleges
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`the following for his Complaint:
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`
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`- 1 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.2 Page 2 of 14
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`
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`NATURE OF THE ACTION
`
`1.
`
`Plaintiff brings this action against PRA Health Sciences, Inc. (“PRA Health” or the
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`“Company”) and the members of PRA Health’s Board of Directors (the “Board” or the “Individual
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`Defendants”) for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934
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`(the “Exchange Act”), 15 U.S.C. §§ 78n(a), 78t(a), and U.S. Securities and Exchange Commission
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`(“SEC”) Rule 14a-9, 17 C.F.R. § 240.14a-9, arising out of their attempt to sell PRA Health to ICON
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`plc (“ICON”) through ICON’s subsidiaries ICON US Holdings Inc. and Indigo Merger Sub, Inc. (the
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`“Proposed Transaction”).
`
`2.
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`On February 24, 2021, ICON announced that it had entered into an Agreement and
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`Plan of Merger (the “Merger Agreement”) pursuant to which, each PRA Health stockholder will
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`receive: (i) $80 in cash, and (ii) 0.4125 shares of ICON common stock for each share of PRA Health
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`common stock they own.
`
`3.
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`On April 28, 2021, PRA Health filed a Schedule 14A Definitive Proxy Statement (the
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`“Proxy”) with the SEC. The Proxy is materially deficient and misleading because, inter alia, it fails
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`to disclose material information regarding: (i) the Company’s and ICON’s financial projections and
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`the financial analyses performed by the Company’s financial advisors, BofA Securities Inc. (“BofA”)
`
`and UBS Securities LLC (“UBS”); (ii) potential conflicts of interest faced by BofA and UBS; and
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`(iii) the background leading to the Proposed Transaction. Without additional information, the Proxy
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`is materially misleading in violation of the federal securities laws.
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`4.
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`The stockholder vote to approve the Proposed Transaction is forthcoming. Under the
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`Merger Agreement, following a successful stockholder vote, the Proposed Transaction will be
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`consummated. For these reasons and as set forth in detail herein, Plaintiff seeks to enjoin defendants
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`from conducting the stockholder vote on the Proposed Transaction unless and until the material
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`information discussed below is disclosed to the holders of the Company common stock, or, in the
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`- 2 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.3 Page 3 of 14
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`event the Proposed Transaction is consummated, to recover damages resulting from the defendants’
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`violations of the Exchange Act.
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`JURISDICTION AND VENUE
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`5.
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`This Court has jurisdiction over the claims asserted herein for violations of Sections
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`14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder pursuant to Section 27
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`of the Exchange Act, 15 U.S.C. § 78aa, and 28 U.S.C. §1331 (federal question jurisdiction).
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`6.
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`The Court has jurisdiction over defendants because each defendant is either a
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`corporation that conducts business in and maintains operations in this District, or is an individual who
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`has sufficient minimum contacts with this District so as to render the exercise of jurisdiction by this
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`Court permissible under traditional notions of fair play and substantial justice.
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`7.
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`Venue is proper in this District under Section 27 of the Exchange Act, 15 U.S.C. §
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`78aa, as well as under 28 U.S.C. § 1391 because: (i) the Company maintains offices located in this
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`District; (ii) one or more of the defendants either resides in or maintains offices in this District; and
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`(iii) defendants have received substantial compensation in this District by doing business here and
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`engaging in numerous activities that had an effect in this District.
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`THE PARTIES
`
`8.
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`Plaintiff is, and has been at all times relevant hereto, a continuous stockholder of PRA
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`Health.
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`9.
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`Defendant PRA Health is a Delaware corporation, with its principal executive offices
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`located at 4130 ParkLake Avenue, Suite 400, Raleigh, North Carolina 27612 and an office located at
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`Pacific Center I, 1455 Frazee Road, Suite 900, San Diego, California 92108. PRA Health’s common
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`stock trades on the Nasdaq Global Select Market under the ticker symbol “PRAH.”
`
`10.
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`Defendant Colin Shannon (“Shannon”) is Chairman of the Board, and has served as
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`President, Chief Executive Officer (“CEO”), and a director of the Company since January 1, 2010.
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`- 3 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
`
`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.4 Page 4 of 14
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`2014.
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`11.
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`Defendant Jeffrey T. Barber has served as a director of the Company since November
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`12.
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`Defendant Alexander G. Dickinson has served as a director of the Company since
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`August 2017.
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`13.
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`14.
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`Defendant Linda S. Grais has served as a director of the Company since October 2015.
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`Defendant James C. Momtazee has served as a director of the Company since
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`September 2013.
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`15.
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`Defendant Glen D. Stettin has served as a director of the Company since September
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`2020.
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`2015.
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`16.
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`Defendant Matthew P. Young has served as a director of the Company since February
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`17.
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`Defendants identified in paragraphs 10-16 are referred to herein as the “Board” or the
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`“Individual Defendants.”
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`18.
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`Relevant non-party ICON is a public limited company incorporated in Ireland, with
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`its principal executive offices located at South County Business Park, Leopardstown, Dublin 18,
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`Ireland. ICON specializes in the strategic development, management and analysis of programs that
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`support clinical development - from compound selection to Phase I-IV clinical studies. ICON’s
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`common stock trades on the Nasdaq Global Select Market under the ticker symbol “ICLR.”
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`Background of the Company
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`SUBSTANTIVE ALLEGATIONS
`
`
`19.
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`PRA Health is one of the world’s leading global contract research organizations
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`(“CROs”) by revenue, providing outsourced clinical development and data solution services to the
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`biotechnology and pharmaceutical industries. The Company’s therapeutic expertise includes areas
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`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.5 Page 5 of 14
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`
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`that are among the largest in pharmaceutical development, including oncology, immunology, central
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`nervous system, inflammation, respiratory, cardiometabolic, and infectious diseases.
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`20.
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`PRA Health’s global clinical development platform includes more than 75 offices
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`across North America, Europe, Asia, Latin America, Africa, Australia and the Middle East and more
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`than 17,500 employees worldwide. Since 2000, PRA Health has participated in approximately 4,000
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`clinical trials worldwide. In addition, PRA Health has participated in the pivotal or supportive trials
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`that led to U.S. Food and Drug Administration or international regulatory approval of more than 95
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`drugs.
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`21.
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`On March 12, 2021, PRA Health announced its fourth quarter and full year 2020
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`financial results. For the quarter, the Company reported revenue of $873.5 million, an increase of
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`9.1%, or $73.2 million, compared to the fourth quarter of 2019 at actual foreign exchange rates.
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`Adjusted net income was $101.2 million for the three months ended December 31, 2020, representing
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`an increase of 2.5% compared to the three months ended December 31, 2019. For the twelve months
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`ended December 31, 2020, revenue was $3,183.4 million, an increase of 3.8%, or $117.1 million,
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`compared to the twelve months ended December 31, 2019 at actual foreign exchange rates.
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`Commenting on the Company’s financial results, defendant Shannon stated:
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`I am delighted to report fourth quarter revenue and earnings that significantly
`outperformed the updated guidance we provided back in November. I am also excited
`to report another quarter of record gross and net new business awards. We finished
`the year on a very positive note and I believe we are extremely well positioned for the
`coming year.
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`22.
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`On February 24, 2021, ICON issued a press release announcing the Proposed
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`Transaction. The press release states, in relevant part:
`
`DUBLIN--ICON plc, (NASDAQ: ICLR), a global provider of outsourced drug and
`device development and commercialisation services
`to
`the pharmaceutical,
`biotechnology and medical device industries, and government and public health
`organisations, today announced it has entered into a definitive agreement to acquire
`PRA Health Sciences, Inc. (NASDAQ: PRAH) in a cash and stock transaction valued
`at approximately $12 billion, with the per share merger consideration consisting of
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`- 5 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
`
`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.6 Page 6 of 14
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`$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 23rd, 2021.
`
`innovative and growing
`two high-quality,
`together
`transaction brings
`The
`organisations with similar cultures and a shared focus on high quality and efficient
`clinical trial execution from Phase 1 to post-approval studies.
`
`Biopharma and medical device customers of all sizes will benefit from broader service
`offerings and geographic footprint, deeper therapeutic expertise, expansive healthcare
`technology innovation, and functional talent and capabilities. PRA’s mobile and
`connected health platforms and real world data and information solutions together with
`ICON’s Accellacare site network, home health services and wearables expertise, will
`be combined to deliver differentiated decentralised and hybrid trial solutions to meet
`growing customer needs.
`
`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 realised in approximately 4 years.
`
`Dr. Steve Cutler, Chief Executive Officer, ICON plc, said:
`
`“The combined company will create a new paradigm for accelerating clinical research
`and bringing new medicines and devices to market. Both ICON and PRA have track
`records of robust growth and performance and we are ready to build on this unrivalled
`position of strength, utilising the outstanding talent in both organisations. With
`broader and deeper operational scale combined with innovative technology and real
`world data solutions, we will enable all customers to reduce their development time
`and cost. We will be the leading provider of de-centralised and hybrid trial solutions
`through the integration of our data capabilities, health platforms and Accellacare site
`network. The transaction will be highly accretive from full year 1 post-close.”
`
`Colin Shannon, Chairman and Chief Executive Officer, PRA Health Sciences, said:
`
`“I joined PRA 13 years ago to help build a company that would make a difference in
`the world and transform the way we developed new medicines. The way we do it now
`takes far too long and costs far too much. Critically ill patients can’t wait for cures.
`Underserved populations can’t wait for access. Every day counts. COVID-19 created
`a platform for change that we cannot ignore. The pandemic accelerated the adoption
`of mobile health technologies and healthcare intelligence tools – tools that PRA helped
`develop – at an unprecedented rate. The union of PRA and ICON will create an
`organization that has the people, data and technology to bring those cures to patients
`faster and more efficiently than ever before. We are thrilled to be joining with ICON,
`a company with a similar culture and values. I’m deeply indebted to PRA’s 19,000
`talented employees who have helped us bring this vision closer to reality. We stand
`together now because patients can’t wait.”
`
`TRANSACTION DETAILS
`
`- 6 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.7 Page 7 of 14
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`Under the terms of the transaction, PRA shareholders will receive per share, $80 in
`cash and 0.4125 shares of ICON stock. 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.
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`MANAGEMENT, GOVERNANCE AND HEADQUARTERS
`
`The combined company will be headquartered in Dublin, Ireland. Dr. 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.
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`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.
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`The Proxy Misleads PRA Health Stockholders by Omitting Material Information
`
`
`23.
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`On April 28, 2021, PRA Health filed the materially misleading and incomplete Proxy
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`with the SEC. Designed to convince PRA Health’s stockholders to vote in favor of the Proposed
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`Transaction, the Proxy is rendered misleading by the omission of critical information concerning: (i)
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`the Company’s and ICON’s financial projections and the financial analyses performed by the
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`Company’s financial advisors, BofA and UBS; (ii) potential conflicts of interest faced by BofA and
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`UBS; and (iii) the background leading to the Proposed Transaction.
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`Material Omissions Concerning the Company’s and ICON’s Financial Projections
`
`
`24.
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`The Proxy omits material information regarding the Company’s and ICON’s financial
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`projections.
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`25.
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`For example, the Proxy fails to disclose all line items underlying the Company’s and
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`ICON’s (i) Adjusted EBITDA; and (ii) Unlevered Free Cash Flow.
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`26.
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`The Proxy also omits material information regarding BofA’s and UBS’ financial
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`analyses.
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`27.
`
`The Proxy describes BofA’s and UBS’ fairness opinions and the various valuation
`
`analyses they performed in support of their opinions. However, the description of BofA’s and UBS’
`- 7 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.8 Page 8 of 14
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`fairness opinions and analyses fails to include key inputs and assumptions underlying these analyses.
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`Without this information, as described below, PRA Health’s public stockholders are unable to fully
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`understand these analyses and, thus, are unable to determine what weight, if any, to place on BofA’s
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`and UBS’ fairness opinions in determining whether to vote in favor of the Proposed Transaction or
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`seek appraisal.
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`28. With respect to BofA’s Selected Publicly Traded Companies Analysis for PRA Health
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`and ICON, the Proxy fails to disclose: (i) the individual financial metrics for each of the comparable
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`companies observed by BofA in the analyses; (ii) the Company’s and ICON’s net debt; (iii) the
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`Company’s and ICON’s fully diluted outstanding shares; (iv) PRA Health’s and ICON’s respective
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`calendar year 2021 and 2022 EBITDA (SBC-Unburdened); and (v) PRA Health’s and ICON’s
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`respective calendar year 2021 and 2022 EPS (SBC/Amort.-Unburdened).
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`29. With respect to BofA’s Selected Transactions Analysis for PRA Health, the Proxy fails
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`to disclose: (i) the individual financial metrics for each of the comparable transactions observed by
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`BofA in the analyses; (ii) the Company’s net debt; (iii) the Company’s fully diluted outstanding
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`shares; and (iv) PRA Health’s calendar year 2020 and 2021 EBITDA (SBC-Unburdened).
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`30. With respect to BofA’s Discounted Cash Flow Analysis of PRA Health and ICON, the
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`Proxy fails to disclose: (i) PRA Health’s and ICON’s respective terminal year standalone EBITDA
`
`(SBC-Unburdened); (ii) the terminal values for PRA Health and ICON; (iii) the individual inputs and
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`assumptions underlying the discount rates ranging from 7.5% to 10.0% for PRA Health and 7.25% to
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`9.5% for ICON; (iv) each company’s net debt; and (v) each company’s fully diluted outstanding
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`shares.
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`31. With respect to BofA’s Wall Street Analyst Price Targets analysis for PRA Health and
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`ICON, the Proxy fails to disclose the price targets observed and the sources thereof.
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`- 8 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.9 Page 9 of 14
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`32. With respect to BofA’s Has/Gets Analysis, the Proxy fails to disclose: (i) the individual
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`inputs and assumptions underlying the discount rates ranging from 7.5% to 10.0%; (ii) debt; and (iii)
`
`the number of fully diluted outstanding shares utilized in the analysis.
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`33. With respect to UBS’ Discounted Cash Flow Analysis of PRA Health and ICON, the
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`Proxy fails to disclose: (i) PRA Health’s and ICON’s respective standalone LTM Adj. EBITDA for
`
`fiscal year 2025; (ii) the terminal values for PRA Health and ICON; (iii) the individual inputs and
`
`assumptions underlying the discount rates ranging from 9.0% to 10.0%; (iv) net debt for each
`
`company; and (v) each company’s fully diluted outstanding shares.
`
`34. With respect to UBS’ Discounted Cash Flow Analysis of the pro forma combined
`
`company, the Proxy fails to disclose: (i) the after-tax unlevered free cash flows for the combined
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`company; (ii) the combined company’s estimated LTM Adj. EBITDA for fiscal year 2025; (iii) the
`
`combined company’s terminal values; (iv) the individual inputs and assumptions underlying the
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`discount rates ranging from 9.0% to 10.0%; (v) the combined company’s projected net debt; and (vi)
`
`the combined company’s fully diluted outstanding shares.
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`35. With respect to UBS’ Analysts Price Targets for PRA and Analysts Price Targets for
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`ICON analyses, the Proxy fails to disclose the price targets observed and the sources thereof.
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`36. Without such undisclosed information, PRA Health stockholders cannot evaluate for
`
`themselves whether the financial analyses performed by BofA and UBS were based on reliable inputs
`
`and assumptions or whether they were prepared with an eye toward ensuring that positive fairness
`
`opinions could be rendered in connection with the Proposed Transaction. In other words, full
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`disclosure of the omissions identified above is required in order to ensure that stockholders can fully
`
`evaluate the extent to which BofA’s and UBS’ opinions and analyses should factor into their decision
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`whether to vote in favor of or against the Proposed Transaction or seek appraisal.
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`- 9 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.10 Page 10 of 14
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`37.
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`The omission of this material information renders certain portions of the Proxy
`
`materially misleading, including, inter alia, the following sections of the Proxy: “ICON Unaudited
`
`Financial Forecasts,” “PRA Unaudited Financial Forecasts,” and “Opinion of PRA’s Financial
`
`Advisors.”
`
`Material Omissions Concerning BofA’s and UBS’ Potential Conflicts of Interest
`
`
`38.
`
`The Proxy fails to disclose material information concerning the potential conflicts of
`
`interest faced by BofA and UBS.
`
`39.
`
`The Proxy fails to disclose the details of any services that BofA and its affiliates have
`
`in the past provided, or are currently providing, to ICON, and any compensation received for services
`
`provided.
`
`40.
`
`The Proxy also fails to disclose the details of any services that UBS and its affiliates
`
`have in the past provided, or are currently providing, to PRA Health or ICON, and any compensation
`
`received for services provided.
`
`41.
`
`The omission of this material information renders certain portions of the Proxy
`
`materially misleading, including, inter alia, the following section of the Proxy: “Opinion of PRA’s
`
`Financial Advisors.”
`
`Material Omissions Concerning the Background of the Proposed Transaction
`
`42.
`
`The Proxy fails to disclose material information concerning the background of the
`
`Proposed Transaction.
`
`43.
`
`The Proxy fails to disclose whether the Company entered into a confidentiality
`
`agreement with the interested party referred to in the Proxy as “Company A” and, if so, the terms of
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`the confidentiality agreement, including whether it included a standstill provision or “don’t-ask-don’t-
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`waive” standstill provision that is presently precluding Company A from submitting a topping bid for
`
`the Company.
`
`- 10 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
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`
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`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.11 Page 11 of 14
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`44.
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`Any reasonable PRA Health stockholder would deem the fact that the most likely
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`topping bidder for the Company may be precluded from making a topping bid for the Company to
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`significantly alter the total mix of information.
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`45.
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`The omission of this material information renders certain portions of the Proxy
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`materially misleading, including, inter alia, the following section of the Proxy: “Background of the
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`Merger.”
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`46.
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`Accordingly, Plaintiff seeks injunctive and other equitable relief to prevent the
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`irreparable injury that Company stockholders will continue to suffer absent judicial intervention.
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`CLAIMS FOR RELIEF
`
`COUNT I
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`Claims Against All Defendants for Violations of Section 14(a) of the
`Exchange Act and Rule 14a-9 Promulgated Thereunder
`
`Plaintiff repeats all previous allegations as if set forth in full.
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`During the relevant period, defendants disseminated the false and misleading Proxy
`
`47.
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`48.
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`specified above, which failed to disclose material facts necessary to make the statements, in light of
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`the circumstances under which they were made, not misleading in violation of Section 14(a) of the
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`Exchange Act and SEC Rule 14a-9 promulgated thereunder.
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`49.
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`By virtue of their positions within the Company, the defendants were aware of this
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`information and of their duty to disclose this information in the Proxy. The Proxy was prepared,
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`reviewed, and/or disseminated by the defendants. It misrepresented and/or omitted material facts,
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`including material information about the Company’s and ICON’s financial projections, the financial
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`analyses performed by BofA and UBS, BofA’s and UBS’ potential conflicts of interest, and the
`
`background of the Proposed Transaction. The defendants were at least negligent in filing the Proxy
`
`with these materially false and misleading statements.
`
`- 11 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
`
`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.12 Page 12 of 14
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`50.
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`The omissions and false and misleading statements in the Proxy are material in that a
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`reasonable stockholder would consider them important in deciding how to vote on the Proposed
`
`Transaction or seek to exercise their appraisal rights.
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`51.
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`By reason of the foregoing, the defendants have violated Section 14(a) of the Exchange
`
`Act and SEC Rule 14a-9(a) promulgated thereunder.
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`52.
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`Because of the false and misleading statements in the Proxy, Plaintiff is threatened
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`with irreparable harm, rendering money damages inadequate. Therefore, injunctive relief is
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`appropriate to ensure defendants’ misconduct is corrected.
`
`COUNT II
`
`Claims Against the Individual Defendants for
`Violations of Section 20(a) of the Exchange Act
`
`Plaintiff repeats all previous allegations as if set forth in full.
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`The Individual Defendants acted as controlling persons of PRA Health within the
`
`53.
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`54.
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of PRA Health, and participation in and/or awareness of the Company’s
`
`operations and/or intimate knowledge of the false statements contained in the Proxy filed with the
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`SEC, they had the power to influence and control and did influence and control, directly or indirectly,
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`the decision-making of the Company, including the content and dissemination of the various
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`statements which Plaintiff contends are false and misleading.
`
`55.
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`Each of the Individual Defendants was provided with or had unlimited access to copies
`
`of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or shortly after
`
`these statements were issued and had the ability to prevent the issuance of the statements or cause the
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`statements to be corrected.
`
`56.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
`
`- 12 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
`
`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.13 Page 13 of 14
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`the power to control or influence the particular transactions giving rise to the securities violations as
`
`alleged herein, and exercised the same. The Proxy at issue contains the unanimous recommendation
`
`of each of the Individual Defendants to approve the Proposed Transaction. They were, thus, directly
`
`involved in the making of the Proxy.
`
`57.
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`In addition, as the Proxy sets forth at length, and as described herein, the Individual
`
`Defendants were each involved in negotiating, reviewing, and approving the Proposed Transaction.
`
`The Proxy purports to describe the various issues and information that they reviewed and
`
`considered—descriptions the Company directors had input into.
`
`58.
`
`By virtue of the foregoing, the Individual Defendants have violated Section 20(a) of
`
`the Exchange Act.
`
`59.
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`As set forth above, the Individual Defendants had the ability to exercise control over
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`and did control a person or persons who have each violated Section 14(a) and SEC Rule 14a-9,
`
`promulgated thereunder, by their acts and omissions as alleged herein. By virtue of their positions as
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`controlling persons, these defendants are liable pursuant to Section 20(a) of the Exchange Act. As a
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`direct and proximate result of defendants’ conduct, PRA Health’s stockholders will be irreparably
`
`harmed.
`
`PRAYER FOR RELIEF
`
`WHEREFORE, Plaintiff demands judgment and preliminary and permanent relief, including
`
`injunctive relief, in his favor on behalf of PRA Health, and against defendants, as follows:
`
`A.
`
`Preliminarily and permanently enjoining defendants and all persons acting in concert
`
`with them from proceeding with, consummating, or closing the Proposed Transaction
`
`and any vote on the Proposed Transaction;
`
`B.
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`In the event defendants consummate the Proposed Transaction, rescinding it and
`
`setting it aside or awarding rescissory damages to Plaintiff;
`
`- 13 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`
`
`Case 3:21-cv-01064-GPC-BGS Document 1 Filed 06/04/21 PageID.14 Page 14 of 14
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`C.
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`Directing the Individual Defendants to disseminate a Proxy that does not contain any
`
`untrue statements of material fact and that states all material facts required in it or
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`necessary to make the statements contained therein not misleading;
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`D.
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`Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act,
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`as well as SEC Rule 14a-9 promulgated thereunder;
`
`E.
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`Awarding Plaintiff the costs of this action, including reasonable allowance for
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`Plaintiff’s attorneys’ and experts’ fees; and
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`F.
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`Granting such other and further relief as this Court may deem just and proper.
`
`
`JURY DEMAND
`
`
`
`Plaintiff demands a trial by jury on all claims and issues so triable.
`
`WEISSLAW LLP
`Joel E. Elkins
`
`By: /s/ Joel E. Elkins
`
`Joel E. Elkins
`9100 Wilshire Blvd. #725 E.
`Beverly Hills, CA 90210
`Telephone: 310/208-2800
`Facsimile: 310/209-2348
`-and-
`Richard A. Acocelli
`1500 Broadway, 16th Floor
`New York, NY 10036
`Telephone: 212/682-3025
`Facsimile: 212/682-3010
`
`Attorneys for Plaintiff
`
`Dated: June 4, 2021
`
`
`
`
`
`
`
`OF COUNSEL
`
`BRAGAR EAGEL & SQUIRE, P.C.
`Alexandra B. Raymond
`810 Seventh Avenue, Suite 620
`New York, NY 10019
`Tel: (646) 860-9158
`Fax: (212) 214-0506
`Email: raymond@bespc.com
`
`Attorneys for Plaintiff
`
`
`
`
`
`
`
`
`
`- 14 -
`COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS
`
`