Charles River Laboratories Announces Planned Offering of $1 Billion of Senior Notes
March 08 2021 - 9:15AM
Business Wire
Charles River Laboratories International, Inc. (NYSE: CRL)
announced today that it intends to offer $1 billion aggregate
principal amount of senior notes due 2029 and 2031 (the “notes”) in
an unregistered offering, subject to market conditions.
Charles River intends to use the gross proceeds of the offering
of the notes to redeem its 5.5% senior notes due 2026 (the “2026
notes”), to fund, along with borrowings under its senior credit
facilities, a portion of the purchase price for its proposed
acquisition of Cognate BioServices, Inc., and to pay fees and
expenses in connection with the offering, the redemption of the
2026 notes, and the amendment of its senior credit facilities.
The notes have not been, and will not be, registered under the
Securities Act of 1933, as amended (the “Securities Act”), or under
the securities laws of any other jurisdiction. Unless they are
registered, the notes may be offered only in transactions that are
exempt from registration under the Securities Act and applicable
state securities laws. The notes will be offered only to persons
reasonably believed to be qualified institutional buyers under Rule
144A under the Securities Act and to non-U.S. persons outside the
United States under Regulation S of the Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes, nor shall there be any
sale of the notes in any state or jurisdiction in which such an
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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
potential securities offering and our expectations regarding the
redemption of 5.5% senior notes due 2016 or the payment of a
portion of the purchase price for the proposed acquisition of
Cognate BioServices, Inc. with the proceeds of the notes offering.
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. 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 17, 2021, as well as other filings we make with
the Securities and Exchange Commission. Because forward-looking
statements involve risks and uncertainties, actual results and
events may differ materially from results and events currently
expected by Charles River, and Charles River assumes no obligation
and expressly disclaims any duty to update information contained in
this news release except as required by law.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210308005530/en/
Investor: Todd Spencer Corporate Vice President, Investor
Relations 781-222-6455 todd.spencer@crl.com
Media: Amy Cianciaruso Corporate Vice President, Public
Relations 781-222-6168 amy.cianciaruso@crl.com
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