SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): June 24, 2010
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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.
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(Exact Name of Registrant
as Specified in Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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001-15943
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06-1397316
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(Commission File Number)
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(IRS Employer Identification No.)
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251 Ballardvale Street
Wilmington, Massachusetts
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01887
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (978) 658-6000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure
On April 26, 2010, Charles River Laboratories International, Inc. (“Charles River”) and WuXi PharmaTech (Cayman) Inc. (“WuXi”) entered into an Agreement and Plan of Arrangement (the “Acquisition Agreement”). The Acquisition Agreement provides that, upon the terms and subject to the conditions set forth in the Acquisition Agreement, Charles River will acquire all of the outstanding ordinary shares of WuXi (the “WuXi Shares”) by way of a scheme of arrangement under Cayman Islands law (the “Scheme”).
In connection with the WuXi shareholders meeting to approve the Scheme, WuXi has prepared a scheme document to be distributed to its shareholders (the “Scheme Document”).
The Scheme Document was furnished by WuXi to the Securities and Exchange Commission (the “SEC”) on Form 6-K (and is available on the SEC’s website at www.sec.gov) and contains certain unaudited prospective financial information of Charles River on a stand-alone, pre-acquisition basis, which was provided by Charles River’s management to WuXi and the respective financial advisors of WuXi and Charles River prior to the signing of the Acquisition Agreement. This information has not been updated since the time that it was initially prepared and provided to WuXi and the respective financial advisors of WuXi and Charles River. An excerpt of the Scheme Document containing the unaudited prospective
financial information of Charles River is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Charles River Unaudited Prospective Financial Information
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Charles River Laboratories, Inc.
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Date:
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June 25, 2010
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By:
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/s/ Matthew Daniel
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Name:
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Matthew Daniel
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Title:
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Deputy General Counsel and Assistant Secretary
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Charles River Unaudited Prospective Financial Information
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Exhibit
99.1
Charles
River Unaudited Prospective Financial Information
Charles
River does not as a matter of course make public long-term projections as to
future revenues, earnings or other results, and Charles River is especially
cautious of making financial forecasts for extended periods due to the
unpredictability of the underlying assumptions and estimates. However, in
connection with the review of the Acquisition, Charles River management provided
to WuXi and the respective financial advisors of WuXi and Charles River certain
unaudited prospective financial information on a stand-alone, pre-Acquisition
basis, which information is referred to in this Scheme Document as the Charles
River unaudited prospective financial information. We have included below a
subset of the Charles River unaudited prospective financial information to give
WuXi shareholders access to certain non-public information that was made
available to Charles River’s board of directors, WuXi’s board of directors and
the respective financial advisors of Charles River and WuXi in connection with
the Acquisition.
The
Charles River unaudited prospective financial information was, in general,
prepared solely for internal use and is subjective in many respects and thus
subject to interpretation. The Charles River unaudited prospective financial
information was not prepared with a view toward public disclosure, and the
inclusion of this information should not be regarded as an indication that any
of Charles River, WuXi, Charles River’s financial advisor, WuXi’s financial
advisor or any other recipient of this information considered, or now considers,
it to be necessarily predictive of actual future results. In the view of Charles
River’s management, the Charles River unaudited prospective financial
information was prepared on a reasonable basis and reflects the best information
available to Charles River management at the time. Although presented with
numeric specificity, the Charles River unaudited prospective financial
information reflects numerous estimates and assumptions made by the management
of Charles River, all of which are difficult to predict and many of which are
beyond Charles River’s control. Important factors that may affect actual results
and cause the failure to achieve internal financial forecasts include, but are
not limited to, risks and uncertainties relating to Charles River’s business
(including its ability to achieve strategic goals, objectives and targets over
applicable periods), competition, industry performance, the regulatory
environment, general business, economic, market and financial conditions and
other factors described under “Important Notices―Cautionary
Statement Regarding Forward-Looking Statements” beginning on page [●] of this
Scheme Document and under Part I, Item 1A, “Risk Factors” of Charles
River’s Annual Report on Form 10-K for the year ended December 26,
2009, and Part II, Item 1A, “Risk Factors” of Charles River’s
Quarterly Report on Form 10-Q for the quarterly period ended March 27,
2010, each of which is on file with the SEC, and each of which is incorporated
by reference into this Scheme Document. The Charles River unaudited prospective
financial information also reflects assumptions as to certain business decisions
that are subject to change. As a result of the foregoing, actual results may
differ materially from those contained in the Charles River unaudited
prospective financial information. Accordingly, there can be no assurance that
the Charles River unaudited prospective financial information will be realized
or that actual results will not be significantly higher or lower than
estimated.
The
Charles River unaudited prospective financial information was not prepared with
a view toward complying with generally accepted accounting principles, the
published guidelines of the SEC regarding projections or the guidelines
established by the American Institute of Certified Public Accountants for
preparation and presentation of prospective financial information. Neither
Charles River’s independent registered public accounting firm, nor any other
independent accountants, have compiled, examined or performed any procedures
with respect to the Charles River unaudited prospective financial information,
nor have they expressed any opinion or any other form of assurance with respect
to such projections or their achievability, and they assume no responsibility
for, and disclaim any association with, the Charles River unaudited prospective
financial
information. Furthermore, the Charles River unaudited prospective financial
information does not take into account any circumstance or event occurring after
the date it was prepared.
The
Charles River unaudited prospective financial information included estimates of
revenue, non-GAAP operating income and non-GAAP earnings per share for fiscal
years 2010, 2011 and 2012. These projections assumed that Charles River would
continue its business generally as then conducted and that Charles River would
not take any extraordinary actions, such as acquisitions or dispositions of
assets or properties or refinancing of indebtedness.
A chart
summarizing the Charles River unaudited prospective financial information is set
forth below.
Charles
River Unaudited Prospective Financial Information
(in
millions of U.S. dollars, except in the case of non-GAAP earnings per
share)
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2010 Estimated
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2011 Estimated
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2012 Estimated
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Revenue
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$ | 1,237 | $ | 1,347 | $ | 1,472 | ||||||
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Non-GAAP
operating income(1)
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$ | 226 | $ | 269 | $ | 316 | ||||||
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Non-GAAP
earnings per share(2)
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$ | 2.37 | $ | 2.94 | $ | 3.38 | ||||||
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(1)
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Operating
income excluding amortization of intangible acquired assets and any costs
related to the transactions contemplated by the
Scheme.
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(2)
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Based
on operating income excluding amortization of intangible acquired assets
and other charges related to acquisitions, operating losses attributable
to businesses that have been closed, divested or suspended, severance
costs associated with cost-savings actions taken in 2009-2010, additional
interest recorded as a result of the adoption in 2009 of an accounting
standard related to Charles River’s convertible debt accounting which
increased interest and depreciation expense and any costs related to the
transactions contemplated by the
Scheme.
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This
summary of the Charles River unaudited prospective financial information is not
being included in this Scheme Document to influence your decision whether to
approve the Scheme, but rather because the Charles River unaudited prospective
financial information was made available to the Charles River board of
directors, the WuXi board of directors and the respective financial advisors of
Charles River and WuXi in connection with the Acquisition. Charles River’s
shareholders and WuXi’s shareholders are urged to review Charles River’s most
recent SEC filings, including Part I, Item 1A, “Risk Factors” of
Charles River’s Annual Report on Form 10-K for the year ended
December 26, 2009, and Part II, Item 1A, “Risk Factors” of
Charles River’s Quarterly Report on Form 10-Q for the quarterly period
ended March 27, 2010, each of which is on file with the SEC, and each of
which is incorporated by reference into this Scheme Document, for a description
of risk factors with respect to Charles River’s business. See “Important
Notices―Cautionary
Statement Regarding Forward-Looking Statements” and “―Where You Can Find
Additional Information” beginning on pages [●] and [●], respectively, of this
Scheme Document. Since the date of preparation of the Charles River unaudited
prospective financial information, Charles River has made publicly available its
actual results of operations for the quarterly period ended March 27, 2010.
Charles River’s shareholders are urged to review Charles River’s Quarterly
Report on Form 10-Q for the quarterly period ended March 27, 2010,
which is on file with the SEC and is incorporated by reference into this Scheme
Document, for this information.
Readers
of this Scheme Document are cautioned not to place undue reliance on the summary
of the Charles River unaudited prospective financial information set forth
above. No representation is made by Charles River, WuXi or their respective
affiliates, advisors, officers, directors or representatives or any other person
to any shareholder of Charles River or any
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shareholder
of WuXi regarding the ultimate performance of Charles River compared to the
information included in the above prospective financial information. The
inclusion of the summary of the Charles River unaudited prospective financial
information should not be regarded as an indication that such prospective
financial information will be an accurate prediction of future events nor
construed as financial guidance, and they should not be relied on as such.
Charles River has made no representation to WuXi or WuXi’s financial advisor, in
the Acquisition Agreement or otherwise, concerning the Charles River unaudited
prospective financial information.
CHARLES
RIVER DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE CHARLES RIVER UNAUDITED
PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE
DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT
THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE CHARLES RIVER UNAUDITED
PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.
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