Charles River Laboratories International, Inc. (NYSE: CRL) today
announced the appointments of Robert J. Bertolini and Richard F.
Wallman to the Company’s Board of Directors and thanked two exiting
directors for their outstanding service.
“We are pleased to welcome these two highly capable directors
who share our commitment to advancing the four key initiatives we
recently outlined, which are: operating margin expansion, improved
free cash flow generation, disciplined investment in existing
growth businesses and returning value to shareholders through share
repurchases and other actions,” said James C. Foster, Chairman,
President and Chief Executive Officer of Charles River.
Mr. Foster continued, “Bob and Richard collectively bring highly
valuable industry knowledge and experience in managing costs,
driving operating efficiencies and strategically allocating capital
that will greatly assist us in accomplishing these goals. Together,
they bring financial management and biopharmaceutical industry
expertise to our Board which complements the combined skills and
experience of our current directors. As we look to continually
refine and improve our levels of efficiency, we may also draw on
external resources in an effort to ensure that our current business
is operating as efficiently as possible. We will also enlist the
guidance and support of all of our directors in our continual and
thorough evaluation of our corporate structure to ensure that we
are appropriately focused on maximizing shareholder value.”
Mr. Foster also confirmed that Charles River remains committed
to returning capital to shareholders. “Given our belief that our
stock is currently undervalued, we intend to continue repurchasing
stock. As we stated in December, at the anticipated completion of
the $300 million accelerated stock repurchase program in
mid-February, we expect to undertake the repurchase of an
additional $150 million of stock. By the end of 2011, we expect to
have repurchased a total of $500 million, and will have
approximately $250 million remaining under the authorization.”
Mr. Foster concluded, “We believe Charles River is well
positioned to compete successfully in the current environment and
to capitalize as the market for preclinical drug development
services rebounds, and we remain optimistic about our future
prospects.”
Robert J. Bertolini
Mr. Bertolini was executive vice president and chief financial
officer at Schering-Plough Corporation until its merger with Merck
& Co. Mr. Bertolini had been with Schering-Plough since 2003,
where he worked hand-in-hand with the chief executive officer in
all aspects of transforming the company’s operations. Mr. Bertolini
built world-class finance and information technology functions and
led business development and strategy. He had responsibility for
key financial areas including tax, accounting and financial asset
management, among other areas.
Prior to joining Schering-Plough, Mr. Bertolini spent 20 years
at PricewaterhouseCoopers LLP, where he held positions of
increasing responsibility, ultimately leading the global
pharmaceutical industry practice. He obtained extensive experience
in audit, financial controls and corporate governance, while also
serving as a senior advisor to management on issues including
merger and acquisition transactions.
Richard F. Wallman
Mr. Wallman was senior vice president and chief financial
officer of Honeywell International, Inc., from 1999 to 2003 and
served in the same capacity from 1995 to 1999 at its predecessor
company, AlliedSignal, which merged with Honeywell in 1999. While
at Honeywell, Mr. Wallman was recognized by CFO Magazine as CFO of
the Year for the category of Training and Building a Financial
Team. As chief financial officer, Mr. Wallman oversaw multiple
financial functions including strategy, corporate development,
treasury and tax.
During the prior two decades, Mr. Wallman held financial
leadership roles with IBM Corporation and Chrysler Corporation. He
played a pivotal role in the reorganization of IBM and supported
the effort to reduce costs and implement improved operating
controls and capital appropriation programs.
Future Board Composition
One of our directors, Dr. Nancy T. Chang, has submitted her
resignation as a director of the Company in order to devote
additional time to other business interests. Additionally, Douglas
E. Rogers has indicated that he does not intend to stand for
re-election at the Company's 2011 Annual Meeting. Consequently,
until the Annual Meeting, Charles River’s Board will consist of 11
directors; and following the Annual Meeting, Charles River’s Board
will return to its prior size of ten directors, nine of whom will
be independent.
Mr. Foster said, “We thank Nancy and Doug for their significant
contributions to Charles River, Nancy for her expertise in the area
of global expansion and Doug for his expertise in mergers and
acquisitions. Both of them have been instrumental in helping to
establish Charles River as a global market leader in early-stage
drug development.”
Creates New Board
Committee
The Board is in the process of establishing a Strategic Planning
and Capital Allocation Committee which will focus on financial
strategies, capital allocation, evaluation of the Company’s overall
cost structure and related investment policies. This committee will
be comprised of four members, including Mr. Bertolini and Mr.
Wallman.
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 press release regarding
future demand for drug discovery and development products and
services including the outsourcing of these services; the specific
contributions of members of Charles River's Board of Directors; the
pursuit of our initiatives to optimize returns for shareholders,
including efforts to improve our operating margins, improve free
cash flow, invest in growth businesses, and return value to
shareholders; our expectations regarding stock repurchases, which
include our accelerated stock repurchase program, the number of
shares to be repurchased, expected timing and duration, the amount
of capital that may be expended and the treatment of repurchased
shares; and expectations regarding market and industry conditions.
Forward-looking statements are based on Charles River's current
expectations and beliefs, and involve a number of risks and
uncertainties that are difficult to predict and that could cause
actual results to differ materially from those stated or implied by
the forward-looking statements, including the timing and magnitude
of our share repurchases. A further description of these risks,
uncertainties, and other matters can be found in the Risk Factors
detailed in Charles River's Annual Report on Form 10-K as filed on
February 19, 2010, as well as other filings we make with the
Securities and Exchange Commission. Charles River assumes no
obligation and expressly disclaims any duty to update information
contained in this release except as required by law.
About Charles River
Accelerating Drug Development. Exactly. 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 approximately 7,500 employees worldwide
are focused on providing clients with exactly what they need to
improve and expedite the discovery, development through
first-in-human evaluation, and safe manufacture of new therapies
for the patients who need them. To learn more about our unique
portfolio and breadth of services, visit www.criver.com.
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