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.
(Logo: http://photos.prnewswire.com/prnh/20040705/CNM002LOGO
)
(Logo: http://www.newscom.com/cgi-bin/prnh/20040705/CNM002LOGO
)
"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: ir@wuxiapptec.com
Media:
Sard Verbinnen & Co
George Sard/Brandy Bergman/Jonathan Doorley
Tel: +1-212-687-8080
Email: jdoorley@sardverb.com
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.
Additional Information
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.