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 all employees
April
26, 2010
This
will be posted on criver.com
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.
Together,
we can better serve our customers through an increased global presence and
comprehensive portfolio of discovery and early-stage development
services. This acquisition brings us closer to clients by enhancing
our strategic value and helping to ensure we are on the same side of the
table.
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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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.
This
transformational combination brings together two companies that share a goal of
accelerating our customers’ drug development efforts and a commitment to
exceeding our clients’ expectations.
Attached
is a link to my video message about this game-changing
transaction. The video is also available on iConnect in the “Front
& Center” spotlight of the Global Page. There is also a Q&A
document on iConnect to help address your questions.
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Jim
Foster April 2010 Video
Message
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Thank you
for your continued dedication and commitment.
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