WuXi PharmaTech Schedules Shareholder Meeting for Transaction with Charles River Laboratories
SHANGHAI, June 24 /PRNewswire-Asia/ -- WuXi PharmaTech (Cayman) Inc. (NYSE: WX) today announced that the Grand Court of the Cayman Islands has scheduled a hearing for June 29, 2010 in connection with WuXi's proposed cash-and-stock transaction with Charles River Laboratories International, Inc. (NYSE: CRL). Under the law of the Cayman Islands, Grand Court approval is required to complete the transaction. Subject to court's approval, WuXi's shareholder meeting will be held on August 5, 2010, at which time shareholders of record as of June 30, 2010 will be able to vote their shares on the combination with Charles River. The Charles River shareholder meeting to vote on the transaction is also scheduled to be held on August 5, 2010, for Charles River shareholders of record as of June 30, 2010.
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"This complementary combination is very attractive from a strategic perspective, and we believe it will create substantial value for WuXi shareholders who will retain significant upside through the stock component of the transaction while also receiving $11.25 in cash for each American Depositary Share," said Dr. Ge Li, WuXi Chairman and Chief Executive Officer. "This combination will create a full-service, early-stage drug development company ideally positioned to address the rapidly changing needs of our pharmaceutical customers who are increasingly looking for a broad range of global outsourcing solutions, particularly in China. We look forward to closing the transaction and bringing the compelling benefits of the combination to our customers and shareholders."
As announced on April 26, 2010, Charles River is seeking to acquire all of the outstanding ordinary shares of WuXi through a scheme of arrangement under Section 86 of the Cayman Companies Law. The scheme of arrangement must be approved by the Grand Court and by a majority in number of the WuXi shareholders representing 75% or more of the WuXi shares present and voting, whether in person or by proxy. The Court is expected to render its final decision approximately two weeks following the WuXi shareholders' vote and WuXi expects the transaction to close by the fourth quarter of 2010.
About WuXi PharmaTech
WuXi PharmaTech is a leading pharmaceutical, biotechnology and medical device R&D outsourcing company, with operations in China and the United States. As a research-driven and customer-focused company, WuXi PharmaTech provides a broad and integrated portfolio of laboratory and manufacturing services throughout the drug and medical device R&D process. WuXi PharmaTech's services are designed to assist its global partners in shortening the cycle and lowering the cost of drug and medical device R&D. WuXi PharmaTech's operating subsidiaries are known as WuXi AppTec. For more information, please visit: http://www.wuxiapptec.com .
For more information, please contact: Investors: WuXi PharmaTech (Cayman) Inc. Ronald Aldridge Director of Investor Relations Tel: +1-201-585-2048 Email: email@example.com Media: Sard Verbinnen & Co George Sard/Brandy Bergman/Jonathan Doorley Tel: +1-212-687-8080 Email: firstname.lastname@example.org
Cautionary Note Regarding Forward-Looking Statements
Statements in this release contain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements, including anticipated benefits of the proposed combination with Charles River Laboratories, are not historical facts but instead represent only WuXi's belief regarding future events, many of which, by their nature, are inherently uncertain and outside of WuXi's control. Actual results and financial condition and other circumstances may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Risks with respect to the proposed combination include: (i) the possibility that the proposed combination may be delayed or not completed due to the failure to obtain stockholder or regulatory approvals or otherwise satisfy the conditions to the proposed combination as set forth in WuXi's acquisition agreement with Charles River; (ii) problems may arise in successfully integrating the businesses of the two companies; (iii) the acquisition may involve unexpected costs; (iv) the combined company may not achieve the anticipated transaction benefits; (v) restrictions in WuXi's acquisition agreement with Charles River that require WuXi to conduct its business in the ordinary course consistent with past practices and in accordance with other specific limitations may delay or prevent WuXi from taking advantage of business opportunities that may arise prior to the combination; (vi) the businesses may suffer as a result of uncertainty surrounding the combination; and (vii) the businesses may be subject to future regulatory or legislative actions and other risks that are described in WuXi's 2009 Annual Report on Form 20-F and Charles River's 2009 Annual Report on Form 10-K under the caption "Risk Factors", respectively, each filed with and available on the Securities and Exchange Commission's ("SEC's") website at http://www.sec.gov. WuXi assumes no obligation and expressly disclaims any duty to update information contained herein except as required by law.
This document is not a solicitation of a proxy. In connection with the proposed combination, WuXi will mail a scheme document to its shareholders. Before making any voting or investment decisions, WuXi shareholders are urged to read the scheme document and other relevant documents provided to them because they will contain important information. The scheme document will be mailed to the WuXi shareholders seeking their approval of the proposed combination. In addition, the scheme document will be available free of charge at the SEC's website, www.sec.gov.
SOURCE WuXi PharmaTech (Cayman) Inc.