Filed by Charles
River Laboratories International, Inc.
pursuant to Rule
14a-12
of the Securities
Exchange Act of 1934
Subject Company:
Charles River Laboratories International, Inc.
(Commission File
No.: 001-15943)
Charles
River Plans to Acquire WuXi AppTec
April, 26, 2010 - Charles
River is pleased to announce plans to acquire WuXi AppTec, creating
the only global CRO to offer fully integrated drug development services from
molecule creation to first-in-human testing. The combined company, which
will retain the name Charles River, will offer enhanced support for your
research programs through our comprehensive portfolio of early-stage drug
development services and expanded global presence.
WuXi AppTec is a leading drug research and development
outsourcing company with significant expertise in discovery chemistry. It
was established in 2000 and has steadily grown to more than 4,000 employees with
operations in China and the United States. Together with Charles River, a
leading global provider of both research models and associated services
as well as preclinical drug development
services, the combined company will have 12,000 employees, providing unparalleled support for your early-stage
drug development needs.
We
regard this as a transformational transaction that creates value for customers
by enabling you to obtain comprehensive support for your early-stage drug
development needs from one company with extensive scientific expertise, depth
and breadth. Further, we will be able to provide you with expanded global
access to our integrated portfolio of products and services, enabling you to
work within or across the locales you choose, in North America, Europe or
China.
This strategic
combination brings together two companies with the shared mission of supporting
the acceleration of your drug development efforts and a commitment to exceeding
your expectations.
We will continue to share additional details in the next
few days on how Charles River will set a new standard in the outsourced drug
development services industry. In the meantime, please view more
information on www.criver.com, or contact your sales representative with any
questions.
We
look forward to continuing to work with you and to further supporting your
early-stage drug development needs.
Forward-Looking
Statements
This
document 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
companies may be unable to obtain stockholder or regulatory approvals required
for the combination; 2) problems may arise in successfully integrating the
businesses of the two companies; 3) the acquisition may involve unexpected
costs; 4) the combined company may be unable to achieve cost synergies; 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.
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 filing
except as required by law.
Additional
Information
This document 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 will file a preliminary proxy statement and a definitive proxy statement
with the SEC. The information contained in the preliminary filing will not be
complete and may be changed. Before making any voting or investment decisions,
investors and security holders are urged to read the definitive proxy statement
when it becomes available and any other relevant documents filed with the SEC
because they will contain important information. The definitive proxy statement
will be mailed to the shareholders of Charles River seeking their approval of
the proposed transaction. Charles River’s shareholders will also be able to
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 preliminary proxy statement
and definitive proxy statement will be available free of charge at the SEC’s
website, www.sec.gov
or shareholders may access copies of the documentation filed with the SEC by
Charles River on Charles River’s website at www.criver.com.
Charles
River and its directors and executive officers and other members of management
and employees 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 shareholders, which was filed with the SEC on
March 30, 2010. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of Charles River
shareholders in connection with the proposed transaction will be set forth in
the preliminary proxy statement when it is filed with the SEC.
This document 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.