|View printer-friendly version|
– Strengthens Position as a Full Service, Early-Stage CRO with Integrated Capabilities from Target Identification through Preclinical Development–
– Transaction Expected to be Accretive to Non-GAAP EPS by
The purchase price is €129 million in cash (approximately
“The acquisition will enhance our sales growth rate and be accretive to non-GAAP earnings per share in 2014, and we expect increased contribution in 2015 and beyond,” Mr. Foster concluded.
Located in the
Additional Financial and Transaction Details
In 2013, Argenta and BioFocus generated combined sales of €63 million
The transaction is expected to close early in the second quarter of
2014, subject to customary closing conditions. Based on the anticipated
timing of the close, the acquisition is expected to add approximately 6%
to Charles River’s net sales in 2014. It is also expected to be
accretive to non-GAAP earnings per share in 2014 by approximately
The acquisition and associated fees are expected to be financed through a combination of borrowings under Charles River’s existing Euro-denominated revolving credit facility and cash held in non-U.S. subsidiaries.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, which exclude the amortization of intangible assets and other charges related to our acquisitions and expenses associated with evaluating acquisitions. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. This press release also refers to our sales in both a GAAP and non-GAAP (constant currency) basis. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts. We believe that the financial impact of our acquisitions (and in certain cases, the evaluation of such acquisitions, whether or not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability of our results on a period-to-period basis. In addition, certain activities, such as business acquisitions, happen infrequently and the underlying costs associated with such activities do not recur on a regular basis. Presenting sales on a constant currency basis allows investors to measure our sales growth exclusive of foreign currency exchange fluctuations more clearly. Non-GAAP results also allow investors to compare the Company’s operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. The Company intends to continue to assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. Reconciliations of the non-GAAP financial measures used in this press release to the most directly comparable GAAP financial measures are set forth in this press release, and can also be found on the Company’s website at ir.criver.com.
Caution Concerning 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.
Forward-looking statements include statements in this press release
regarding the acquisition of Argenta and BioFocus, expectations
regarding the timing of the closing of the acquisition, and Charles
River’s expectations with respect to the impact of Argenta and BioFocus
on the Company, its service offerings, net sales, sales growth rates and
earnings; Charles River’s projected future performance including sales
and earnings per share; as well as Charles River’s future growth in the
area of discovery services. 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 complete
the acquisition of Argenta and BioFocus. 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
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 dedicated employees are focused on providing clients with exactly what they need to improve and expedite the discovery, early-stage development 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.
Charles River Laboratories International, Inc.
Susan E. Hardy, 781-222-6190
Corporate Vice President, Investor Relations
Amy Cianciaruso, 781-222-6168
Executive Director, Public Relations