Untitled Document
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Filed by Charles River Laboratories
International, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934 |
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Subject Company:
Inveresk Research Group, Inc
Commission File No.: 333-118257 |
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Additional
Information
This document
may be deemed to be solicitation material in respect of the proposed merger
of Charles River and Inveresk. On August 16, 2004, Charles River filed with
the SEC a registration statement on Form S-4, including the preliminary joint
proxy statement/prospectus constituting part thereof. SHAREHOLDERS OF CHARLES
RIVER AND SHAREHOLDERS OF INVERESK ARE URGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
DEFINITIVE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement/prospectus
will be mailed to shareholders of Charles River and shareholders of Inveresk.
Investors and security holders will be able to obtain the documents free
of charge at the SEC’s website, www.sec.gov, from Charles River Laboratories,
251 Ballardvale Street, Wilmington, MA 01887, Attention: General Counsel,
or from Inveresk Research Group, 11000 Weston Parkway, Cary, North Carolina
27513, Attention: Secretary. In addition, shareholders may access copies
of the documentation filed with the SEC by Charles River on Charles River’s
website at www.criver.com and shareholders may access copies of the documents
filed with the SEC by Inveresk on Inveresk’s website at www.inveresk.com.
Charles River,
Inveresk and their respective directors and executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies from their respective shareholders in respect of
the proposed transactions. Information regarding Charles River’s directors
and executive officers is available in Charles River’s proxy statement
for its 2004 annual meeting of shareholders, which was filed with the SEC
on April 9, 2004, and information regarding Inveresk’s directors and
executive officers is available in Inveresk’s proxy statement for its
2004 annual meeting of shareholders, which was filed with the SEC on March
31, 2004. Additional information regarding the interests of such potential
participants will be included in the joint proxy statement/prospectus and
the other relevant documents filed with the SEC when they become available
The attached slide presentation was used by Charles River as additional solicitation material
in connection with the proposed transaction.
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Thomas Weisel Healthcare Tailwinds 2004 Conference
James C. Foster Chairman,
President and Chief Executive Officer
September 9, 2004
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Safe Harbor
This presentation 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,"
"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. These statements are based on management's current
expectations, and involve a number of risks and uncertainties that could cause
actual results to differ materially from those stated or implied by the
forward-looking statements, and the Company expressly does not undertake any
duty to update forward-looking statements, which speak only as of the date of
this document. Those risks and uncertainties include, but are not limited to:
the proposed merger with Inveresk; a decrease in pre-clinical research and
development spending or a decrease in the level of outsourced services;
acquisition integration risks; special interest groups; contaminations; industry
trends; new displacement technologies; USDA and FDA regulations; changes in law;
continued availability of products and supplies; loss of key personnel; interest
rate and foreign currency exchange rate fluctuations; changes in tax regulation
and laws; changes in generally accepted accounting principles; and any changes
in business, political, or economic conditions due to the threat of future
terrorist activity in the U.S. and other parts of the world, and related U.S.
military action overseas. A further description of these risks, uncertainties,
and other matters can be found in the Risk Factors detailed in the Company's
Annual Report on Form 10-K as filed on March 10, 2004, with the Securities and
Exchange Commission.
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Regulation G
This presentation will include discussion of "non-GAAP financial measures" as
that term is defined in Regulation G. For actual results, the most directly
comparable GAAP financial measures and information reconciling these non-GAAP
financial measures to the combined company's financial results prepared in
accordance with GAAP have been posted on the company's website at
www.criver.com.
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Merger Update
Both CRL and IRGI will hold special shareholder meetings on October 20, 2004
September 13 record date
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The New Charles River
Advancing drug development from discovery through market approval
Combined revenues of $959 million Gross profit margin of 42% EBITDA margin of
26% EBIT margin of 21% Sales and earnings growth potential
Clinical
13%
Pre-Clinical
43%
Research Models & Services
44%
Source: Based on Charles River and Inveresk LTM June 2004 financial results.
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Research Models & Services
A leading market position Premium pricing driven by scientific depth,
biosecurity, and customer service Disease models as predictors of human disease
A leading service provider with broad capabilities (outsource driven) -
Transgenic and Laboratory Services, Consulting and Staffing Services Key supply
source for discovery and safety testing
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Pre-Clinical
A leader in: - Toxicology - Specialty toxicology (infusion, inhalation,
reproduction) - Interventional & surgical services - Worldwide biosafety testing
- Endotoxin detection Strong repeat business Increasing demand for outsourced
services Global client base A leader in profitability
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Clinical
New growth opportunity for CRL Phase I - IV coverage - Early stage focus
(smaller trials) Premier Phase I clinic - First-in-man focus Clinical capability
in U.S. & Europe Opportunity to bridge from pre-clinical Margin improvement
opportunity Expands balanced portfolio effect
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Growth Outlook
R&D spending on drugs/devices is increasing Pharma outsourcing is increasing
Business grows in the low double digits - Pre-Clinical and Clinical grow faster
than RMS Acquisitions are still a key component of CRL growth strategy Operating
margin improvement opportunities - Best practices in pre-clinical - Continued
improvement in clinical - Modest improvement in RMS
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