Non-GAAP Financial Measures
This presentation includes discussion of non-GAAP financial measures. We believe
that the inclusion of these non-GAAP financial measures provides useful
information to allow investors to gain a meaningful understanding of our core
operating results and future prospects, without the effect of one-time charges,
consistent with the manner in which management measures and forecasts the
Company's performance. The non-GAAP financial measures included in this
presentation 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 assess the potential value of reporting non-GAAP results consistent
with applicable rules and regulations.
Additional Information
This document may be deemed to be solicitation material in respect of the
proposed combination of Charles River and WuXi. In connection with the proposed
transaction, Charles River has filed a definitive proxy statement with the SEC.
Before making any voting or investment decisions, stockholders are urged to read
the definitive proxy statement and any other relevant documents filed with the
SEC because they will contain important information. The definitive proxy
statement has been mailed to the stockholders of Charles River seeking their
approval of the proposed transaction. Charles River's stockholders may also
obtain a copy of the definitive proxy statement free of charge by directing a
request to: Charles River Laboratories, 251 Ballardvale Street, Wilmington, MA
01887, Attention: General Counsel. In addition, the definitive proxy statement
is available free of charge at the SEC's website, www.sec.gov or stockholders
may access copies of the documentation filed with the SEC by Charles River on
Charles River's website at www.criver.com/specialwuxi2010.
This document is not a solicitation of proxies from WuXi's shareholders to
approve the proposed combination. In connection with the proposed transaction,
WuXi has filed a scheme document with the SEC on Form 6-K. Before making any
voting or investment decisions, WuXi's shareholders are urged to read the scheme
document and any other relevant documents filed with the SEC because they will
contain important information. The scheme document has been mailed to WuXi's
shareholders seeking their approval of the proposed combination. WuXi's
shareholders may also obtain a copy of the scheme document free of charge by
directing a request to: 288 Fute Zhong Road, Waigaoqiao Free Trade Zone,
Shanghai 200131, People's Republic of China, Attention: Genyong Qiu. In
addition, the scheme document is available free of charge at the SEC's website,
www.sec.gov. WuXi's shareholders may also access copies of the documents filed
with the SEC by WuXi on WuXi's website at www.wuxiapptec.com.
Charles River, WuXi and their respective directors and executive officers and
other members of management may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding Charles
River's directors and executive officers is available in Charles River's proxy
statement for its 2010 annual meeting of shareholders, which was filed with the
SEC on March 30, 2010. Information regarding the interests of Charles River's
directors and certain members of Charles River's management in the proposed
transaction is set forth in the definitive proxy statement, which was filed with
the SEC on July 1, 2010. Information regarding WuXi's directors and executive
officers is available in WuXi's annual report on Form 20-F for the fiscal year
ended December 31, 2009, which was filed with the SEC on April 23, 2010.
Information regarding the interests of WuXi's directors and certain members of
WuXi's management in the proposed transaction is available in WuXi's scheme
document, which was filed on Form 6-K with the SEC on July 1, 2010.
This document does not constitute an offer of any securities for sale or a
solicitation of an offer to buy any securities. The Charles River shares to be
issued in the proposed transaction have not been and will not be registered
under the Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. Charles River intends to issue such
Charles River shares pursuant to the exemption from registration set forth in
Section 3(a)(10) of the Securities Act.
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