p10-1513px14a6g.htm
U.S.
Securities and Exchange Commission
Washington,
DC 20549
NOTICE OF
EXEMPT SOLICITATION
1. Name
of the Registrant: Charles River Laboratories International, Inc.
2. Name
of person relying on exemption: JANA Partners LLC
3.
Address of person relying on exemption: 767 Fifth Avenue, 8th
Floor, New York, New York 10153
4. Written materials. Attach written
material required to be submitted pursuant to Rule 14a-6(g)(1)
Supplemental
Materials for ISS: Response
to Charles River
Laboratories’ ISS Presentation Follow-Up
Materials
July
22, 2010
2
THESE
MATERIALS ARE FOR GENERAL INFORMATIONAL PURPOSES FOR ISS GROUP ONLY. THEY DO NOT
HAVE REGARD TO THE
SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION,
SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO
MAY RECEIVE
THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY
INVESTMENT DECISION. THESE
MATERIALS DO NOT RECOMMEND THE PURCHASE OR SALE OF
ANY SECURITY. THE
VIEWS EXPRESSED HEREIN REPRESENT THE
OPINIONS OF JANA PARTNERS LLC ("JANA
PARTNERS"), WHICH OPINIONS MAY CHANGE AT ANY TIME AND ARE BASED ON
PUBLICLY
AVAILABLE INFORMATION WITH RESPECT TO CHARLES RIVER LABORATORIES
INTERNATIONAL INC. AND WUXI PHARMATECH (CAYMAN)
INC. (THE “ISSUERS”). CERTAIN
FINANCIAL INFORMATION AND DATA USED HEREIN HAVE BEEN DERIVED OR OBTAINED FROM
FILINGS
MADE WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) BY THE
ISSUERS OR OTHER COMPANIES JANA PARTNERS
CONSIDERS COMPARABLE, AND FROM OTHER
THIRD PARTY REPORTS.
QUOTATION OF
ANALYSTS HEREIN DOES NOT NECESSARILY INDICATE THAT SUCH ANALYSTS SUPPORT THE
VIEWS EXPRESSED
HEREIN. JANA
PARTNERS HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO THE USE OF
PREVIOUSLY
PUBLISHED INFORMATION AND ANY SUCH STATEMENTS OR INFORMATION
SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF
SUCH THIRD PARTY FOR THE
VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER
DERIVED
OR OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD
PARTY,
ARE
ACCURATE.
JANA
PARTNERS SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION
CONTAINED IN ANY SEC FILING OR
THIRD PARTY REPORT. THERE IS NO ASSURANCE OR
GUARANTEE WITH RESPECT TO THE PRICES AT WHICH ANY SECURITIES OF THE
ISSUERS
WILL TRADE, AND SUCH SECURITIES MAY NOT TRADE AT PRICES THAT MAY BE IMPLIED
HEREIN. THE ESTIMATES,
PROJECTIONS, PRO FORMA INFORMATION AND POTENTIAL
IMPACT OF TRANSACTIONS DISCUSSED HEREIN ARE BASED ON
ASSUMPTIONS WHICH JANA
PARTNERS BELIEVES TO BE REASONABLE, BUT THERE CAN BE NO ASSURANCE OR GUARANTEE
THAT
ACTUAL RESULTS OR PERFORMANCE OF THE ISSUERS WILL NOT DIFFER, AND SUCH
DIFFERENCES MAY BE MATERIAL. JANA
PARTNERS DISCLAIMS ANY OBLIGATION TO UPDATE
THE INFORMATION CONTAINED HEREIN.
JANA
PARTNERS AND ITS AFFILIATES CURRENTLY HOLD A SUBSTANTIAL AMOUNT OF SHARES OF
COMMON STOCK OF CHARLES RIVER
LABORATORIES INTERNATIONAL INC. AND JANA
PARTNERS IS IN THE BUSINESS OF INVESTING IN AND TRADING SECURITIES. JANA
PARTNERS
AND ITS AFFILIATES MAY FROM TIME TO TIME SELL ALL OR A PORTION OF SUCH SHARES IN
OPEN MARKET TRANSACTIONS
OR OTHERWISE (INCLUDING VIA SHORT SALES), BUY
ADDITIONAL SHARES (IN OPEN MARKET OR PRIVATELY NEGOTIATED
TRANSACTIONS OR
OTHERWISE), OR TRADE IN OPTIONS, PUTS, CALLS OR OTHER DERIVATIVE INSTRUMENTS
RELATING TO SUCH
SHARES. JANA PARTNERS ALSO RESERVES THE RIGHT TO TAKE ANY
ACTIONS WITH RESPECT TO ITS INVESTMENT IN CHARLES RIVER
LABORATORIES
INTERNATIONAL INC. AS IT MAY DEEM APPROPRIATE, INCLUDING, BUT NOT LIMITED TO,
COMMUNICATING WITH
MANAGEMENT, THE BOARD OF DIRECTORS AND OTHER
INVESTORS.
NOTHING
CONTAINED IN THIS PRESENTATION IS INTENDED TO BE, NOR SHOULD IT BE CONSTRUED OR
USED AS, INVESTMENT, TAX,
LEGAL OR FINANCIAL ADVICE, AN OPINION OF THE
APPROPRIATENESS OF ANY SECURITY OR INVESTMENT, OR AN OFFER, OR
THE
SOLICITATION OF ANY OFFER, TO BUY OR SELL ANY SECURITY OR
INVESTMENT.
3
„ In
its latest attempt to justify the proposed acquisition of WuXi (“WX”) in the
face of significant
shareholder
opposition, Charles River (“CRL”) has resorted to inaccurate and misleading
analysis
„ Overstating
potential synergies to be generated by proposed WuXi acquisition
„ Understating premium
proposed to be paid to WuXi shareholders
„ Relying on
unrealistically optimistic assumptions for WuXi, while also using
unrealistically low trough
assumptions
for Charles River (thus mirroring the proposed transaction, which overvalues
WuXi and
shortchanges
Charles River shareholders by using undervalued Charles River
stock)
„ Abandoning previous
assertions that no longer suit their purpose
„ Including irrelevant
analyses such as PEG ratios and growth/margin improvements which say
nothing
about
whether a combination with WuXi would create any incremental value
„ Charles
River’s attempt to show that the proposed WuXi acquisition would generate
more
shareholder
value than other strategic alternatives is highly flawed, and when properly
adjusted in
fact
demonstrates the opposite
„ Charles
River continues to rely on extremely aggressive growth and margin assumptions
for WuXi
and
highly speculative revenue synergy projections which run counter to market
perception and
industry
dynamics
„ Either
Charles River’s board relied on this flawed and misleading analysis in approving
the proposed
acquisition,
or has now manufactured it to salvage this acquisition. Either
is unacceptable
Summary
4
„ Synergy
value overstated to appear more valuable to CRL shareholders than premium
offered to WX shareholders
§ 100% of claimed
synergy value is compared to WX deal premium. However,
CRL shareholders would only benefit from
78% of
this value (because WX shareholders would own 22% of CRL), overstating synergy
value by $89MM—$116MM
§ Revenue synergies
valued in 2013 dollars (when assumed to be fully realized) instead of present
value, yet are compared
to
today’s deal premium. Assuming
12% discount rate,(1) this
overstates revenue synergies by $65MM—$100MM
§ Despite CRL’s prior
objection to using an EBITDA multiple to value WX,(2) CRL now relies on a
blended EBITDA multiple
to
value synergies. In other
words, CRL first objected that such multiple overstates WX’s valuation, but now
relies on it to
calculate
synergy value
„ Premium
paid to WX is significantly larger than CRL claims
§ Premium to market
analysis only focuses on 28% premium to 4/23/10 announcement date closing price,
whereas prior
CRL
presentations cite the higher premium to 30 day average closing price of
38%. Adjusting
for this adds $125MM to the
proposed
premium to be paid by CRL
§ Premium to DCF value
is based on extremely aggressive 2010-2012 standalone WX assumptions (which are
well ahead
of the
Street), with the vast majority of the DCF value coming from projections in
future years that have not been disclosed
in
CRL’s proxy but can reasonably be assumed to be equally aggressive. Such
projections assume reversal of negative
trends
in growth rates and margins and robust results from unproven new
businesses
„ CRL
continues to rely upon unrealistic synergy estimates and highly aggressive WX
assumptions
§ Despite widespread
industry consensus that the claimed revenue synergies are highly speculative,
such revenue
synergies
(assumed to be achieved in 2013) have been fully valued at the same 10.5x EBITDA
multiple as the base
businesses
rather than appropriately discounted for the higher risk to their
realization
§ Cost synergies are
suspect given that some derive from SG&A synergies when WX brings a minimal
sales force and
generating
cross-selling revenue synergies would likely require CRL to expand its sales
force
Inaccurate
Synergy and Premium Analysis
(1) Midpoint of rate used
to value synergies in DCF analysis as disclosed in CRL proxy.
(2) “For you to compare
relative pre-tax EBITDA multiples is misleading given WuXi’s significantly lower
effective tax rate than Charles River.” Letter from James C.
Foster to JANA
Partners
LLC in Charles River Form
DEFA14A filed with the SEC on June 14,
2010.
Charles
River Assertion: “The
Value of Synergies is Greater than the Premium Paid for WuXi” (page 4 of CRL
materials)
Fact: CRL relies on highly
misleading and inaccurate analysis to support this incorrect
assertion
5
„ CRL’s
attempt to justify WX acquisition on basis of relative PEG ratio is
unsupportable
§ We are unaware of a
single analyst who uses PEG to value CRL or WX. According
to Lazard today, “[V]aluations based
upon
PEG ratios are extremely sensitive to changes and we would not use them for this
purpose.”(1)
§ As we previously
noted in our letter to CRL dated June 16, 2010, it is not
useful to rely on a “consensus” long-term
growth
rate given it is comprised of wide-ranging growth forecasts based on
inconsistent time frames including LTM
growth
in earnings (which do not capture future growth), NTM growth in earnings and
projections for multi-year growth in
earnings. Not
surprisingly, analyst estimates for CRL's long-term growth rate ranged from 8%
to 26% per Bloomberg (at
June
16, 2010), which would result in a PEG range from below 1.0x to above
2.0x
„ Using
a P/E multiple is misleading since EPS fails to capture meaningful differences
between CRL and WX
§ Does not equalize
for WX’s lower tax rate (roughly 14%) stemming from current government
incentives which may be
temporary
(absent such incentives tax rate would be 25% Chinese statutory rate, similar to
CRL’s current effective rate)
§ WX outflows for
capex are substantially higher than depreciation expense (with opposite being
true for CRL as it harvests
years
of investment); adjusting EPS for this meaningful cash flow mismatch nearly
doubles WX’s P/E and PEG
multiple(2)
„ PEG
ratio analysis pro forma for synergies relies on 2011 multiples and earnings
growth rates, yet includes full
realization
of cost and revenue synergies that will not be achieved until 2013
Irrelevant
and Misleading Analyses
(1) “CRL: Four new
slides added to justify WX valuation; ISS assessment expected to be released
Friday or Monday; BUY”; Stephen
Unger and William Hite; Lazard Capital Markets,
July
22, 2010. Quotation of analysts herein does not necessarily indicate that such
analysts support
the views expressed herein
(2) See JANA’s letter to
CRL in its Schedule 13D filed with the SEC on June 16, 2010.
Charles
River Assertion: “The
Purchase Price is Attractive on a PEG Ratio Basis” (page 5 of CRL
materials)
Fact: This is an
irrelevant and misleading metric
Charles
River Assertion: “Proposed
Transaction with WuXi Will Significantly Improve Charles River’s Revenue Growth
and
Margins” (page 6 of CRL materials)
Fact: This too is
irrelevant given that it says nothing about whether combination with WX would
generate any incremental value
„ It
is obvious that acquiring a company with higher growth and margins would enhance
CRL’s growth rates and
margins,
and CRL shareholders attracted to WX are always free to buy WX stock without
paying a premium
6
„ CRL’s
standalone earnings prospects are highly attractive given recovery from cyclical
low in preclinical (and
minimal
reinvestment requirements), yet CRL relies on overly conservative assumptions to
understate this potential
§ “Consensus” I/B/E/S
long-term growth rate is inconsistently applied. WX’s
17.2% rate is used in WX projections, but
CRL’s
12.6% rate (which is cited by CRL in its analysis on page 5 and is consistent
with CRL’s disclosed internal
forecast)
is discarded in projecting CRL earnings growth(1)
§ CRL standalone
growth rate assumptions of 0% or 5% for both revenues and EPS are preposterous
given that CRL’s
own
standalone high single-digit revenue growth guidance suggests double-digit EPS
growth with operational leverage,
and
that consensus estimates and CRL’s own standalone 2011 EPS forecast of $2.70
have a higher EPS growth
trajectory
§ Also, implied core
earnings would decline under 0% revenue
growth case, which is indefensible given that the preclinical
business
is at a cyclical low and that debt pay downs and growth in balance sheet cash
will also drive earnings growth
„ However,
CRL uses highly aggressive WX assumptions to inflate potential earnings
accretion from a WX acquisition
§ WX 2010-2012
projections were prepared by WX without any adjustment from CRL and are well
above Street projections
§ CRL applies 17.2%
long-term growth rate to these already aggressive 2012 WX estimates, yet the
average growth in
2012-2015
operating EPS for analysts who project this period is only 12%(2)
§ CRL assumes that
only
WX will
benefit from operating leverage, with projections assuming material operating
leverage
(2012
revenue growth of 15% compared to operating income growth of 21%)
„ Buyback
assumptions understate earnings potential of standalone buyback
§ Share repurchase
scenario (which provides for a substantially larger 2011 buyback than share
repurchase combined with
a WX
transaction scenario given debt limitation) is assumed to occur at $41.75 (5%
premium to CRL’s 4/23/10 stock
price),
which is a staggering 23% premium to CRL’s current stock price. A
buyback at a 5% premium to 7/21/10 price
increases
standalone buyback scenario 2015 EPS accretion by 12%-15% leaving all other
assumptions constant
Invalid
and Unreasonable Assumptions
(1) See CRL 8-K filed
with the SEC on June 25, 2010 for internal forecast.
(2) Based on Goldman
Sachs, Morgan Stanley and Jefferies 2012-2015 growth rates of 19%, 12%, and 6%
respectively.
Charles
River Assertion: “The
Transaction Adds Meaningfully to CRL’s Standalone Long-Term Earnings Growth ”
(page 7)
Fact: Higher projected
earnings from WX transaction are derived from invalid and unreasonable
assumptions
7
Invalid
and Unreasonable Assumptions (cont.)
(1) See CRL 8-k
filed with the
SEC on June 25, 2010.
(2) 2015 Alt Case based
on CRL analysis adjusted to assume CRL EPS growth rate per IBES estimates,
initial share repurchase based on 5% premium to July 21, 2010 closing
price
and
realization of 50% of CRL/WX stated synergies.
(3) 2015E CRL Estimates
per CRL 0%, 5% and 10% EPS growth cases. 2015E
IBES LTG based on CRL analysis adjusted to assume EPS growth of 12.6% per IBES
long-term growth
rate.
„ While
CRL claims on page 7 of its analysis to have demonstrated that a WX acquisition
would generate greater EPS
growth
than a standalone CRL share repurchase, this analysis when appropriately
conducted actually demonstrates
the
opposite
§ Adjusting
just
one of
the many unreasonable and inconsistent assumptions CRL employs in attempting to
justify the
transaction
demonstrates that a standalone share repurchase would create more value than
acquiring WX followed by
share
repurchases
§ The “2015 IBES LTG”
analysis below assumes a CRL earnings growth rate of 12.6% based on the
long-term
earnings
growth in earnings which CRL previously cited in justifying the proposed WX
acquisition and which is
consistent
with the growth rate relied on by CRL in formulating their recently disclosed
2009-2012 forecast(1)
§ Adjusting further
for additional aggressive CRL assumptions (the “Alt Case” analysis below)
results in 16% higher 2015
EPS in
the standalone repurchase case than would be achieved combining a WX acquisition
with ongoing repurchases,
again
without the elevated operational and financial risk of a WX transaction(2)
CRL
Standalone, with Stock Repurchases(2)(3)
WuXi
Transaction, with Stock Repurchases(2)(3)