– Enhances Charles River's Position as a Leading Global Early-Stage CRO –
– Transaction Expected to be Accretive to Non-GAAP EPS by At Least
"In addition to enhancing our value proposition for clients, we believe that the acquisition of
The acquisition of
Builds global scale –
WIL Researchwill provide safety assessment infrastructure to support Charles River's current demand and future growth needs, with strategically located facilities to address global client requirements, including in continental Europe. In addition, the acquisition will strengthen Charles River's existing service offerings in different geographic regions.
Expands client base – The acquisition aligns with Charles River's strategy to expand its biotechnology client base, its fastest-growing market segment.
WIL Researchhas specialized in supporting this client segment and is recognized for its scientific expertise, flexible and responsive project management, and client service. WIL Researchwill also expand Charles River's existing business that provides services for agricultural and industrial chemical clients.
Diversifies portfolio – The acquisition of
WIL Researchwill diversify Charles River's service portfolio by adding new specialty services in safety assessment and bioanalysis, as well as CDMO services. The broader portfolio will enable Charles River to increase the support it provides to biopharmaceutical clients worldwide across the early-stage drug research pipeline and expands the opportunities to partner with these clients.
Enhances growth profile – The addition of
WIL Researchis expected to enhance Charles River's ability to achieve its long-term growth goals. The acquisition is also expected to generate attractive financial returns through profitable revenue growth and meaningful accretion to non-GAAP earnings per share.
Additional Financial and Transaction Details
The transaction is expected to close early in the second quarter of 2016, subject to regulatory approvals and customary closing conditions. Based on the anticipated timing of the close, the acquisition is expected to add
The acquisition and associated fees are expected to be financed through an expansion of Charles River's credit facility and cash.
Charles River to Present at 34th Annual
A live webcast of the presentation and the subsequent question and answer session will be available through a link that will be posted on the Investor Relations section of the Charles River website at ir.criver.com. A webcast replay will be accessible through the same website approximately three hours after the presentation and will remain available for approximately two weeks.
Use of Non-GAAP Financial Measures
This news release contains non-GAAP financial measures, such as non-GAAP earnings per diluted share, which exclude the amortization of intangible assets, certain third-party integration costs, certain costs associated with efficiency initiatives, advisory fees, 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 news release also refers to our revenue 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 news 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 irregularly and the underlying costs associated with such activities do not recur on a consistent basis. Presenting revenue on a constant-currency basis allows investors to measure our revenue 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 news 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 periodically assess the potential value of reporting non-GAAP results consistent with applicable rules and regulations. A reconciliation of the effect of this transaction on non-GAAP earnings per share for 2016 and 2017 to the most directly comparable GAAP financial measure has not been included because it is impracticable to determine the allocation of the purchase price and other necessary adjustments at this time.
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 news release regarding the acquisition of
About Charles River
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, visitwww.criver.com.
Charles River Laboratories International, Inc.
Susan E. Hardy, 781-222-6190
Corporate Vice President, Investor Relations
Amy Cianciaruso, 781-222-6168
Corporate Vice President, Public Relations