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FTC Grants Anti-Trust Clearance of Proposed Charles
River/Inveresk Merger
WILMINGTON, Mass., or CARY, N.C., July 21 /PRNewswire-FirstCall/ -- Charles
River Laboratories International, Inc. (NYSE:CRL) and Inveresk Research Group
(NASDAQ:IRGI) announced today that the Federal Trade Commission has granted
early termination of the waiting period required by the Hart-Scott-Rodino
Antitrust Improvements Act in connection with the proposed merger of Charles
River and Inveresk.
The merger is expected to close in the fourth quarter of 2004, pending receipt
of additional regulatory and shareholder approvals.
Forward-Looking Statements
This document 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 current
expectations and beliefs of Charles River Laboratories ("Charles River") and
Inveresk Research Group, Inc ("Inveresk"), 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. Those risks and
uncertainties include, but are not limited to: 1) the possibility that the
companies may be unable to obtain stockholder or regulatory approvals required
for the merger; 2) problems may arise in successfully integrating the
businesses of the two companies; 3) the acquisition may involve unexpected
costs; 4) the combined company may be unable to achieve cost-cutting synergies;
5) the businesses may suffer as a result of uncertainty surrounding the
acquisition; and 6) the industry may be subject to future regulatory or
legislative actions and other risks that are described in Securities and
Exchange Commission (SEC) reports filed by Charles River and Inveresk. 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 Inveresk. Charles River and Inveresk assume no obligation
and expressly disclaim any duty to update information contained in this press
release except as required by law.
Additional Information
This press release may be deemed to be solicitation material in respect of the
proposed merger of Charles River and Inveresk. In connection with the proposed
transaction, a registration statement on Form S-4 will be filed with the SEC.
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 JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY 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, http://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
http://www.criver.com/ and shareholders may access copies of the documents
filed with the SEC by Inveresk on Inveresk's website at
http://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.
DATASOURCE: Inveresk Research Group
CONTACT: Jonathan Birt, or Matt Dallas, both of Financial Dynamics,
+1-212-850-5634, for Inveresk; or Susan E. Hardy, Director, Investor Relations
of Charles River, +1-978-658-6000, Ext. 1616
Web site: http://www.criver.com/
http://www.inveresk.com/