ICON plc
(NASDAQ:ICLR) (ISIN:IE0005711209),
a
global provider of outsourced development services to the
pharmaceutical, biotechnology and medical device industries, today
announced that it will now begin to repurchase shares pursuant to the
approval by its Board of Directors of a share buyback of up to $50m, as
indicated in the Company’s Q3 results issued on 27 October 2011. Icon
has now entered into a share repurchase plan, and currently intends to
enter into further share repurchase plans, to effect the share
repurchase programme in accordance with Rule 10b-18 and Rule 10b5-1 of
the Securities Exchange Act of 1934, the authorisation granted at the
Company’s annual general meeting on 18 July 2011, applicable laws and
regulations and the Listing Rules of the Irish Stock Exchange.
Under the repurchase programme, a broker will purchase the Company’s
American Depositary Shares ("ADSs”) from time to time on the open market
or in privately negotiated transactions in accordance with agreed terms
and limitations. ADSs purchased will be deposited with the Depositary
under the Company’s ADR facility against delivery of the underlying
Ordinary Shares, which will be repurchased by the Company on the Irish
Stock Exchange in compliance with the Company’s share repurchase
authorisation and applicable laws and regulations. Separately, Ordinary
Shares traded on the Irish Stock Exchange may also be repurchased on
behalf of the Company.
The programme is designed to allow share repurchases during periods when
the Company would ordinarily not be permitted to do so because it may be
in possession of material non-public or price-sensitive information,
applicable insider trading laws or self-imposed trading blackout
periods. The Company’s instructions to the broker are irrevocable and
the trading decisions in respect of the repurchase programme will be
made independently of and uninfluenced by the Company. ICON confirms
that it currently has no material non-public, price-sensitive or inside
information regarding the Company or its securities, and it will not
enter into further plans whilst in possession of such information.
The timing and actual number of shares repurchased will be dependent on
market conditions, legal and regulatory requirements and the other terms
and limitations contained in the plans. In addition, share repurchases
may be suspended or discontinued in certain circumstances in accordance
with the agreed terms. Therefore, there can be no assurance as to the
timing or number of shares that may be repurchased under the repurchase
programme. All Ordinary Shares repurchased by ICON will be cancelled. As
outlined at the time of the Q3 2011 results the Company currently
intends to complete repurchases within a 12 month period.
The statements made in this press release may contain forward-looking
statements that involve a number of risks and uncertainties. In addition
to the matters described in this press release, the effect of market
conditions and legal and regulatory requirements on the Company’s share
repurchases, as well as other risks and uncertainties detailed from time
to time in SEC reports filed by ICON, including its Annual Report on
Form 20-F, may affect the actual results achieved by ICON. ICON
disclaims any intent or obligation to update these forward-looking
statements.
ICON plc is a global provider of outsourced development services to the
pharmaceutical, biotechnology and medical device industries. The Company
specialises in the strategic development, management and analysis of
programs that support clinical development - from compound selection to
Phase I-IV clinical studies. With headquarters in Dublin, Ireland, ICON
currently, operates from 79 locations in 39 countries and has
approximately 8,350 employees. Further information is available at www.iconplc.com.
Source: ICON plc
ICON/ICLR-F
