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)
A
message from Charles River CEO to EVPs, SVPs and VPs
April
26, 2010
Hello
Charles River Leadership,
Today, we
announced plans to acquire WuXi AppTec. The combination of Charles
River and WuXi AppTec creates the only global CRO to offer drug development
services from molecule creation to first-in-human testing by uniting the global
leaders in in vivo
biology and chemistry.
Because
of the confidential nature of this acquisition, we were not able to connect with
you directly to discuss this in advance of the announcement. However,
Nancy and Real will be hosting conference calls with you to review this exciting
transaction and how it will benefit the Company, our employees and
customers. You will receive an invitation to their
calls.
In the
meantime, let me tell you a little about WuXi AppTec and why we believe this is
such an exciting opportunity.
WuXi
AppTec is a leading drug research and development outsourcing company with
expertise in discovery chemistry. The Company was established in 2000
and has steadily grown to more than 4,000 employees with operations in China and
the United States.
By
joining with WuXi AppTec, we can better serve our customers, with an increased
global presence and comprehensive portfolio of discovery and early-stage
development services. This transformational combination brings together two
companies with the shared goal of accelerating our customers’ drug development
efforts and a commitment to exceeding their expectations.
This
is a good opportunity for Charles River for four reasons:
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Enables
us to better serve our customers
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Enhances
our management team and scientific
expertise
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Drives
profitable revenue growth
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Gives
us a strong presence in China, an emerging research frontier for our
clients
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We
developed several communication tools to ensure all employees understand the
strategic importance of this acquisition. I am counting on you to
ensure that the
employees
understand that this acquisition represents exciting growth opportunities for
the Company, which is good for everyone. The materials below will
help address employee and customer questions.
Attached
are the communication materials, which include:
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A
link to the employee video, which is also available on
iConnect
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Jim
Foster April 2010 Video
Message
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Q&A
documents to help you address employee and customer
questions
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An
all employee Q&A which is also available on
iConnect
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Powerpoint
slides with notes for those of you who want to host “All Hands” meetings
to discuss the acquisition with your
employees
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A
copy of the press release
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Thank you
for your continued dedication and commitment and I hope you share my excitement
regarding this tremendous opportunity.
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
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