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)
Customer
Q&A
April
26, 2010
This
will be posted on criver.com
Q:
Why are you doing this deal?
A: By
combining Charles River and WuXi AppTec, we are creating the first global fully
integrated, early-stage CRO.
This
transaction offers a compelling value proposition for our
customers:
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Our
customers will be able to take advantage of our broader portfolio offering
drug development support from molecule creation to first-in-human
testing.
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By
working with one larger strategic partner, you have the opportunity to
simplify your drug development process by placing multiple components of
your early-stage work with us.
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As
a result, you will be able to improve efficiency and reduce the overall
time and cost to bring a drug to
market.
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Our
expanded global presence allows clients to place studies in the locale
which you choose, including North America, Europe and
China.
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Q:
What does this mean for me and my relationship with Charles River and/or WuXi
AppTec?
A: Representatives of each
company will be actively communicating with its respective customers today and
in the days ahead to discuss further the potential benefits of this transaction
to you. It is business as usual until the transaction closes – which
we expect to occur in the fourth quarter of 2010. During the
integration period, there will be no changes in your contacts or in the terms of
your contracts with either company. Your sales executive will
continue to be in touch with you as they normally would, and you should not
hesitate to reach out to them with any questions or concerns.
In
response to our clients’ increasing requests for broader services, this
combination transforms Charles River to create the only global CRO to offer
fully integrated drug development services from molecule creation to
first-in-human testing. By combining the industry leaders in in vivo biology and
chemistry, we now offer a comprehensive portfolio of early-stage drug
development services and manufacturing support for biologics to better meet your
needs. In addition, we can further help you reduce the time and cost to bring a
drug to market by working with one partner that can support all your early-stage
drug development needs, simplifying your process and helping you reduce delays
between program stages.
Q:
In your press release you state that this is a “transformational
transaction”. What do you mean by that?
A: By
acquiring WuXi AppTec, we are creating the only global CRO that offers fully
integrated drug development services from molecule creation to first-in-human
testing. As a result, you will be able to access comprehensive
support for your early-stage drug development needs from one company with
unparalleled scientific depth and breadth. In addition, we will be
able to provide our integrated portfolio of products and services globally,
enabling you to work in the locale you choose, across North America, Europe and
China. The combination of this scope of services and global footprint
is not available from any other contract research organization.
Q:
What does your new comprehensive portfolio of services include?
A: We are
combining the leading companies in in vivo biology and chemistry
with highly complementary portfolios with limited redundancy of
services. The result is an expanded and diversified portfolio which
offers you the following:
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Chemistry
services including medicinal chemistry, analytic/bioanalytic chemistry,
DMPK and bioanalytical analysis, and process chemistry and
scale-up
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In vivo biology
services including assay development and compound screening, research
models and related services, non-GLP efficacy testing, and GLP safety
assessment services
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Manufacturing
services that provide biopharmaceutical and chemistry-based manufacturing
capabilities and support
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Q:
Do the two Companies have similar values?
A:
Charles River and WuXi AppTec share similar corporate values. We are
both employee centric organizations with a shared goal of helping accelerate our
clients’ research and drug development programs. We are both focused
on exceeding client expectations and building our scientific
expertise. We pride ourselves on our cultures of employee
longevity. Our shared values, business alignment and goals will play
a key role in successfully integrating the two organizations.
Q:
Who will constitute the senior management team?
A: The team will consist
of:
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Charles
River Chairman, Chief Executive Officer, and President, James Foster, will
continue to lead the combined
company.
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WuXi
AppTec Chairman and Chief Executive Officer, Dr. Ge Li will join the
Charles River board and become Corporate Executive Vice President and
President, Global Discovery and China
Services.
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Thomas
Ackerman will continue as Chief Financial
Officer.
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Real
Renaud will be head of RMS, Dr. Nancy Gillett will lead PCS, and as
indicated above Dr. Li will be head of a new segment called Discovery
Services.
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Q:
When is the transaction expected to close?
A: We
expect the transaction to close during the fourth quarter of 2010.
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