For Immediate
Release
PROXY GOVERNANCE SUPPORTS CHARLES
RIVER’S PROPOSED ACQUISITION OF WUXI
Advisory Service Recommends Charles
River Shareholders Approve Stock Issuance to Complete Acquisition
WILMINGTON, MA, July
15, 2010 ― Charles River Laboratories
International, Inc. (NYSE: CRL) today announced that PROXY Governance, Inc., a proxy voting
advisory service, recommends that Charles River shareholders vote FOR the
issuance of stock to effect Charles River’s proposed acquisition of WuXi PharmaTech (NYSE:WX).
In its
report, PROXY Governance stated: “We support the acquisition given the
compelling strategic arguments behind the deal and vocal client support for the
transaction. While the offer price appears high…we recognize that it is
difficult to ascertain an appropriate value given that Charles River is seeking
to acquire the strongest player in a unique competitive space and that there are
no close precedents in terms of premiums offered… Also, we believe that over the
long run, the proposed acquisition will likely provide greater shareholder value
than the proposed share buyback advocated by opponents to the
deal.”
“We are pleased that PROXY Governance
recognizes the compelling strategic and financial merits of this
acquisition,” stated Charles River Chairman, President
and Chief Executive Officer James C. Foster. “We urge our investors to support
the transaction by voting FOR the
issuance of stock necessary to complete the transaction.”
PROXY Governance also recommends
that shareholders vote to
approve adjournment or postponement of the meeting of shareholders in order to
allow management to solicit additional proxies in favor of the
proposal.
Charles River asks investors to vote in favor of the transaction by
telephone, by Internet or
by signing and returning the proxy card previously
provided. Charles River shareholders with questions about the
combination or how to vote their shares may contact
the company’s proxy solicitor, Innisfree M&A
Incorporated, toll-free at
888-750-5834.
About
Charles River
Accelerating
Drug Development. Exactly. Charles River provides essential products and
services to help pharmaceutical and biotechnology companies, government agencies
and leading academic institutions around the globe accelerate their research and
drug development efforts. Our approximately 8,000 employees worldwide are
focused on providing clients with exactly what they need to improve and expedite
the discovery, development through first-in-human evaluation, and safe
manufacture of new therapies for the patients who need them. To learn more about
our unique portfolio and breadth of services, visit www.criver.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “anticipate,”
“believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These statements are based on
current expectations and beliefs of Charles River Laboratories International,
Inc. (Charles River) and WuXi PharmaTech (Cayman) Inc. (WuXi), and involve a
number of risks and uncertainties that could cause actual results to differ
materially from those stated or implied by the forward-looking
statements. Those risks and uncertainties include, but are not
limited to: 1) the possibility that the proposed combination may be delayed or
not completed due to the failure to obtain stockholder or regulatory approvals
or otherwise satisfy the conditions to the proposed combination as set forth in
the acquisition agreement for the proposed combination; 2) problems
may arise in successfully integrating the businesses of the two companies
(including retention of key executives); 3) the acquisition may involve
unexpected costs; 4) the combined company may be unable to achieve the expected
transaction benefits, including the projected revenue synergies described above
and improved customer service levels and anticipated cost synergies, or achieve
potential revenue growth and non-GAAP margin expansion; 5) the businesses may
suffer as a result of uncertainty surrounding the acquisition; and 6) the
industry may be subject to future regulatory or legislative actions and other
risks that are described in Securities and Exchange Commission (SEC) reports
filed or furnished by Charles River and WuXi. For additional
information on these and other important factors that could adversely affect
Charles River’s or WuXi’s business, financial condition, results of operations
and prospects, see "Risk Factors" (i) beginning on page 18 of Charles
River’s Annual Report on Form 10-K and (ii) beginning on page 6 of WuXi’s 2009
Annual Report on Form 20-F, each filed at the SEC’s website www.sec.gov.
Because
forward-looking statements involve risks and uncertainties, actual results and
events may differ materially from results and events currently expected by
Charles River and WuXi. Charles River and WuXi assume no obligation and
expressly disclaim any duty to update information contained in this document
except as required by law.
Additional
Information
This
press release may be deemed to be solicitation material in respect of the
proposed combination of Charles River and WuXi. In connection with
the proposed transaction, Charles River has filed a definitive proxy statement
with the SEC. Before making any voting or investment decisions,
Charles River’s stockholders are urged to read the definitive proxy statement
and any other relevant documents filed with the SEC because they will contain
important information. The definitive proxy statement has been mailed
to the stockholders of Charles River seeking their approval of the proposed
transaction. Charles River’s stockholders may also obtain a copy of the
definitive proxy statement free of charge by directing a request to: Charles
River Laboratories, 251 Ballardvale Street, Wilmington, MA 01887, Attention:
General Counsel. In addition, the definitive proxy statement is
available free of charge at the SEC’s website, www.sec.gov
or stockholders may access copies of the documentation filed with the SEC by
Charles River on Charles River’s website at www.criver.com/specialwuxi2010.
This
press release is not a solicitation of proxies from WuXi’s shareholders to
approve the proposed combination. In connection with the proposed transaction,
WuXi has filed a scheme document with the SEC on Form 6-K. Before
making any voting or investment decisions, WuXi’s shareholders are urged to read
the scheme document and any other relevant documents filed with the SEC because
they will contain important information. The scheme document has been
mailed to WuXi’s shareholders seeking their approval of the proposed
combination. WuXi’s shareholders may also obtain a copy of the scheme
document free of charge by directing a request to: 288 Fute Zhong Road,
Waigaoqiao Free Trade Zone, Shanghai 200131, People’s Republic of China,
Attention: Genyong Qiu. In addition, the scheme document is available
free of charge at the SEC’s website, www.sec.gov. WuXi’s
shareholders may also access copies of the documents filed with the SEC by WuXi
on WuXi’s website at www.wuxiapptec.com.
Charles
River, WuXi and their respective directors and executive officers and other
members of management may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
Charles River’s directors and executive officers is available in Charles River’s
proxy statement for its 2010 annual meeting of stockholders, which was filed
with the SEC on March 30, 2010. Information regarding the interests
of Charles River’s directors and certain members of Charles River’s management
in the proposed transaction is set forth in the definitive proxy statement,
which was filed with the SEC on July 1, 2010. Information regarding
WuXi’s directors and executive officers is available in WuXi’s annual report on
Form 20-F for the fiscal year ended December 31, 2009, which was filed with the
SEC on April 23, 2010. Information regarding the interests of WuXi’s
directors and certain members of WuXi’s management in the proposed transaction
is available in WuXi’s scheme document, which was filed on Form 6-K with the SEC
on July 1, 2010.
This
press release does not constitute an offer of any securities for sale or a
solicitation of an offer to buy any securities. The Charles River
shares to be issued in the proposed transaction have not been and will not be
registered under the Securities Act of 1933, as amended (the “Securities Act”),
and may not be offered or sold in the United States absent
registration
or an applicable exemption from registration requirements. Charles
River intends to issue such Charles River shares pursuant to the exemption from
registration set forth in Section 3(a)(10) of the Securities
Act.
Investor
Contact:
Susan E.
Hardy
Corporate
Vice President, Investor Relations
Tel:
781.222.6190
Email:
susan.hardy@crl.com
Media
Contact:
Amy
Cianciaruso
Director,
Public Relations
Tel:
781.222.6168
Email:
amy.cianciaruso@crl.com
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