The contract research organization (CRO), critically important in the world of drug development and clinical trials, represents a near $64 billion industry within just a few years. Frost & Sullivan reports that a post-pandemic CRO space will further accelerate based on myriad market forces combined with need for hybrid clinical trials (combining virtual and traditional site models). As the clinical research support sector has consolidated, it just became all the more so as Ireland-based ICON plc (NASDAQ: ICLR) announced its intention to acquire PRA Health Sciences (NASDAQ: PRAH) in a cash and stock transaction valued at approximately $12 billion, with the per share merger consisting of $80 in cash and 0.4125 shares of ICON stock. With consideration representing nearly 30% premium to PRA’s closing stock price as of February 23, 2021. This deal brings together two of the most prominent CROs now on a mission to leverage scale, innovative process, domain expertise, and technology to expand its global footprint in a dynamic, unfolding and consolidating clinical trials research space. Once this deal is consummated, the new merged company becomes the third largest CRO in the world as measured by revenue.
The top 10 CROs control easily over 75% of the revenue generated from outsourcing clinical trials (and related) work. That this space has become hot is an understatement. Before this announcement, PRA was the fifth largest CRO by revenue generation followed by ICON at the number six spot at least based on the latest Statista chart. A heavily skewed market in favor of just a dozen large players, a handful of mid market specialists and then many boutiques with geographic or some therapeutic specialty, the world largest pharmaceutical companies require scale and force to measure up to significant value-based contracts.
Now this combination will take ICON’s $2.76 billion in revenue with PRA’s $3.11 billion to form a merged player at about $5.87 billion in revenues, profits at nearly $900 million and cash reserves of over $1 billion. Upon closure of this merger, the new entity becomes the third largest CRO worldwide—following Laboratory Corp of America Holdings ($11.55b) and IQVIA $($11.1b). As highlighted recently in the ICON press release the two inked the deal (of course must go through closure) the deal leads to a number 1 or 2 position key clinical market segments. The combined entity will have formal strategic partnerships with a majority of the top 20 biopharma companies, offering an even more robust platform for growth and innovation.
The combined company will be based in Dublin, Ireland and continued to be led by ICON’s CEO, Dr. Steve Cutler, as well as CFO Brendan Brennan. Current PRA Chairman and CEO Colin Shannon will join the new merged company’s board post the closing of the transaction along with one other additional board member from PRA.The deal has been unanimously approved by both Boards of Directors and should close during Q3 2021. Until that closing the two firms remain separate and independent.
Although ICON will use some cash on hand for this deal, they will also employ debt financing, made possible by investment banking of Citi. There are no financing conditions however associated with this deal.
The following advisors and bankers were associated with this deal. Centerview Partners served as lead financial advisory firm along with Citi—also providing advice. ICON retained Cahill Gordon & Reindel as legal counsel. PRA Health Sciences employed BofA and UBS Investment Bank as financial advisors and retained Paul Weiss as legal counsel.
On its trajectory up, ICON has made a series of deals over the last handful of years. See the table below for some examples of what this CRO has been up to on an M&A basis.
|MedPass International||2020||Leading European medical device CRO, regulatory and reimbursement|
|Symphony Clinical Research||2019||At home patient services & site support (supports growing virtual or home-based trial trend)|
|MediNova||2019||Integrated network of clinical research sites across EMEA|
|MolecularMD||2019||Molecular diagnostic testing and immunohistochemistry|
|MAPI Group||2017||Acquires CRO & becomes second largest CRO offering late phase services|
|Clinical Research Management Inc.||2016||Extend presence in the government sponsored research market|