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)
BPS
Employee Q&A
April
26, 2010
Q:
Where are WuXi AppTec BPS facilities located?
A: WuXi
AppTec has a 75,000 square feet FDA-registered facility in Philadelphia, PA that
provides development and testing of biologics (including cell & molecular
biology, virology and viral clearance), and cGMP manufacturing for cellular
therapeutics.
Q:
Will the WuXi AppTec BPS business be integrated into CR? Will there
be any staff reductions or site closures as a result of the
acquisition?
A: Our
goal with this transaction is to grow our BPS business. We see this
as a great opportunity for the company and our employees over the long term. It
is our intent to fully integrate the businesses of the two
companies.
We do
expect there will be some duplication of functions as the two companies are
combined. These duplications will be identified in the coming months
by the integration teams as we solidify our integration strategy. We
will work through the integration process as quickly as possible.
Q:
What will be the name of the expanded BPS business?
A:
Charles River Biopharmaceutical Services.
Q:
Will Charles River continue to invest in our existing BPS sites?
A: Until
the acquisition is complete, we will continue to invest in the business as usual
to provide the correct level of service for our clients. Additional
operational decisions will be made by the integration teams, which are comprised
of individuals from both companies in the next few months.
Q:
Are there any plans to move the BPS work to China?
A: Not in
the near term. Although, it is our long-term vision to support our
clients wherever they choose to conduct their drug research and
development. Our clients view China as the new frontier for drug
development. It is our goal to establish a strong presence for drug
development products and services in China, to meet our clients’
needs.
The
region is certainly a potential area of growth for our BPS business in the
future. That being said, the majority of our clients in the US and
Europe, who are increasingly shifting their focus to biopharmaceutical
development, need their testing done at a local level. Therefore,
similar to other locations, our customers will decide where they want to place
their work.
Q:
How much overlap is there between the client base of Charles River and WuXi
AppTec?
A: We
will not have access to the client lists until the deal is completed in the
fourth quarter of 2010.
Q:
When and how will our clients be notified of the acquisition?
A: Today,
all clients received an email announcing this strategic acquisition. In
addition, senior management began calls to our larger clients today to ensure
they hear directly from us how this transaction will benefit
them.
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