Charles River Laboratories International, Inc. (NYSE: CRL), a leading
global provider of research models and associated services and of
preclinical drug development services, today announced that it has
mutually agreed with WuXi PharmaTech (Cayman) Inc. (NYSE: WX) to
terminate their previously announced acquisition agreement. The Company
also announced that its Board of Directors has authorized a new $500
million stock repurchase program.
The termination agreement provides for Charles River to pay WuXi a $30
million breakup fee for full satisfaction of the parties’ obligations
under the acquisition agreement and includes mutual releases of any
claims and liabilities arising out of or relating to the acquisition
agreement. As a result of the termination of the acquisition agreement,
the special meeting of Charles River stockholders to be held on August
5, 2010 has been canceled.
James C. Foster, Chairman, President and Chief Executive Officer said,
"We believed that this transaction, which would have created the premier
early-stage contract research organization, would have resulted in
long-term strategic benefits for our business and our shareholders. We
also value our stockholders’ views and given their concerns about the
proposed transaction, and our commitment not to proceed without their
support, we have decided that terminating the transaction is the
appropriate action to take.
"Although we are disappointed in the outcome of the proposed
transaction, our overall strategy remains unchanged. We intend to be the
premier early-stage CRO and will continue to build our early development
capabilities – specifically our discovery services – in order to support
our clients’ efforts across a broader portion of the drug development
pipeline. We will enhance our portfolio of essential products and
services, deepen our scientific expertise and maintain our standards of
exceptional client service, all of which distinguish Charles River as an
industry leader and make us the strategic partner of choice in
early-stage drug development.”
"The Board’s action to authorize a new stock repurchase plan at this
time reflects both its belief that our stock price is substantially
undervalued and also its faith in Charles River’s future prospects.
Repurchasing our stock is another means of enhancing earnings growth and
improving stockholder value,” he concluded.
Board Authorizes Stock Repurchase Plan
Charles River’s Board of Directors has authorized the repurchase of up
to $500 million of its common stock. The Company is currently exploring
alternatives for timely execution. The stock purchases may be made from
time to time through a variety of methods, including open market
repurchases such as block trades, 10b5-1 plans or otherwise in
compliance with Rule 10b-18 of the federal securities laws and/or
privately negotiated transactions. Funds for the repurchases are
expected to come from cash on hand, cash generated by operations, our
existing credit facilities or other financing.
Charles River has previously repurchased approximately 11 million shares
under its prior $600 million stock repurchase authorization, and as of
July 15, 2010, had approximately 66.3 million shares of common stock
outstanding. That authorization, under which there was a remaining
balance of approximately $145 million, has been canceled.
Repurchases may be commenced or suspended at any time or from time to
time without prior notice, depending on our view of market conditions
and other factors. There are currently no specific plans for the shares
that may be purchased under the program.
Earnings Release/Webcast Rescheduled
Charles River has rescheduled its second-quarter 2010 earnings release
to Monday, August 2, at 6:30 a.m. ET, with a live webcast to discuss
matters relating to the press release beginning at 8:30 a.m. ET on the
same day. To participate in the webcast, please go to ir.criver.com
and select the webcast link. You can also find the associated slide
presentation and reconciliations of non-GAAP financial measures to
comparable GAAP financial measures on the website.
About Charles River
Accelerating Drug Development. Exactly. Charles River provides essential
products and services to help pharmaceutical and biotechnology
companies, government agencies and leading academic institutions around
the globe accelerate their research and drug development efforts. Our
approximately 8,000 employees worldwide are focused on providing clients
with exactly what they need to improve and expedite the discovery,
development through first-in-human evaluation, and safe manufacture of
new therapies for the patients who need them. To learn more about our
unique portfolio and breadth of services, visit www.criver.com.
Forward-Looking Statements
This news release 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,” "will,” "may,” "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 also include statements regarding changes in our expectations
regarding stock repurchases; the future demand for drug discovery and
development products and services (particularly in light of the
challenging economic environment), including the outsourcing of these
services and present spending trends by our customers; the development
and performance of our services and products; market and industry
conditions; and Charles River’s future performance. Forward-looking
statements are based on Charles River’s current expectations and
beliefs, and involve a number of risks and uncertainties that are
difficult to predict and 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: the ability to successfully integrate businesses we acquire;
negative trends in research and development spending, negative trends in
the level of outsourced services, or other cost reduction actions by our
customers; the ability to convert backlog to sales; special interest
groups; contaminations; industry trends; new displacement technologies;
USDA and FDA regulations; changes in law; continued availability of
products and supplies; loss of key personnel; interest rate and foreign
currency exchange rate fluctuations; changes in tax regulation and laws;
changes in generally accepted accounting principles; and any changes in
business, political, or economic conditions due to the threat of future
terrorist activity in the U.S. and other parts of the world, and related
U.S. military action overseas. A further description of these risks,
uncertainties, and other matters can be found in the Risk Factors
detailed in Charles River's Annual Report on Form 10-K as filed on
February 19, 2010, as well as other filings we make with the Securities
and Exchange Commission. 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 Charles
River assumes no obligation and expressly disclaims any duty to update
information contained in this news release except as required by law.
