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)
All
Employee Q&A
April
26, 2010
Q:
Why are we acquiring WuXi AppTec?
A: This
combination transforms Charles River and our industry by creating the only
global CRO to offer fully integrated drug development services from molecule
creation to first-in-human testing.
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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Q:
How will the acquisition impact our business?
A: This
transaction will strategically strengthen the company, which is good for
employees. We are introducing a new business segment, Discovery
Services, (DS) which will complement our existing RMS and PCS
businesses. The DS business will consist of discovery and medicinal
chemistry, China-based non-GLP efficacy testing, chemistry-based manufacturing
and discovery and imaging services. Customers are already outsourcing
in these areas which are fast-growing and profitable.
We are
excited about our expanded portfolio and how this transaction enables us to grow
the business in new areas.
Q:
Do the two Companies share similar values?
A:
Charles River and WuXi AppTec share similar corporate values. We are
both employee centric organizations with a shared goal of accelerating our
clients’ research and drug development programs. We are both focused
on exceeding client expectations and our scientific expertise. We
pride ourselves on our cultures of employee longevity. Our shared
values, business and goals will play a key role in successfully integrating the
two organizations.
Q:
Who is WuXi AppTec and what will the combined company look like?
A: 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. The combined company will have 12,000 employees
providing unparalleled support for our customers’
chemistry,
biology and early-stage drug development needs. For additional
information on WuXi AppTec, visit www.pharmatechs.com/
Q:
Does this mean we will transfer the work in North America and Europe to
China?
A: 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.
This
transaction will enable us to support our clients drug development needs in all
three geographic locations. This will enable our clients to work with
us in whatever location they choose; including North America, Europe, China or a
combination of sites.
It is
important to understand, that there is limited capacity in China, which will
restrict the amount of work that can be done in that area. Currently
North America and Western Europe have more than 8M square feet of preclinical
capacity vs. China which has approximately 500K square feet.
Q:
Where will Charles River be headquartered?
A: Our headquarters will
remain in Wilmington, Massachusetts.
Q:
When will I know what impact, if any, the transaction will have on me, my job,
my responsibilities, etc.?
A: We see this as a great
opportunity for the company and our employees over the long term. As
the two companies merge, there will be some limited duplication of functions but
the majority of employees will not be impacted. 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:
Should I contact my counterparts at the other company to begin discussing
transition plans?
A: No. Until the
transaction is completed in the fourth quarter, both companies must continue to
pursue their respective business activities as separate, stand-alone
enterprises, exactly as before. It is business as usual at Charles
River.
Q:
Will there be any changes to our benefit program?
A: We do not anticipate any
changes in the benefit programs at this time.
Q:
When is the transaction expected to close?
A: We
expect the transaction to close in 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 AppTec (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.