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Charles River Laboratories to Acquire WIL Research

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Charles River Laboratories International, Inc. has announced that it has entered into a definitive agreement to acquire WIL Research for approximately $585 million in cash, subject to customary closing adjustments.

WIL Research is a premier provider of safety assessment and contract development and manufacturing (CDMO) services to biopharmaceutical and agricultural and industrial chemical companies worldwide. Acquiring WIL Research will enhance Charles River’s position as a leading global early-stage contract research organization (CRO) by strengthening its ability to partner with global clients across the drug discovery and development continuum.

James C. Foster, Chairman, President, and Chief Executive Officer of Charles River Laboratories, commented, “In addition to meeting our disciplined acquisition criteria, WIL Research is an exceptional strategic fit for Charles River because it incorporates the key attributes we require in an acquisition: high-quality services, scientific expertise, complementary capabilities, and access to growing end markets. The acquisition will also expand our geographic footprint, particularly in continental Europe, providing needed capacity to meet current and future demand and enabling Charles River to provide a broader range of services proximate to our global clients.”

“In addition to enhancing our value proposition for clients, we believe that the acquisition of WIL Research will generate value for shareholders, driving profitable revenue growth and non-GAAP earnings per share accretion of at least $0.20 in 2016 and $0.45 to $0.50 in 2017. We greatly respect WIL Research’s employees, its scientific capabilities, and the reputation it has built over 40 years since its founding, and look forward to welcoming WIL Research to the Charles River family,” Mr. Foster concluded.

Strategic Rationale
The acquisition of WIL Research will enhance Charles River’s global footprint, scientific capabilities, and access to growing end markets, which provides a compelling value proposition for both clients and shareholders.

Builds global scale – WIL Research will provide safety assessment infrastructure to support Charles River’s current demand and future growth needs, with strategically located facilities to address global client requirements, including in continental Europe. In addition, the acquisition will strengthen Charles River’s existing service offerings in different geographic regions.
Expands client base – The acquisition aligns with Charles River’s strategy to expand its biotechnology client base, its fastest-growing market segment. WIL Research has specialized in supporting this client segment and is recognized for its scientific expertise, flexible and responsive project management, and client service. WIL Research will also expand Charles River’s existing business that provides services for agricultural and industrial chemical clients.
Diversifies portfolio – The acquisition of WIL Research will diversify Charles River’s service portfolio by adding new specialty services in safety assessment and bioanalysis, as well as CDMO services. The broader portfolio will enable Charles River to increase the support it provides to biopharmaceutical clients worldwide across the early-stage drug research pipeline and expands the opportunities to partner with these clients.
Enhances growth profile – The addition of WIL Research is expected to enhance Charles River’s ability to achieve its long-term growth goals. The acquisition is also expected to generate attractive financial returns through profitable revenue growth and meaningful accretion to non-GAAP earnings per share.

Additional Financial and Transaction Details
In 2015, WIL Research is expected to report annual revenue of approximately $215 million, an increase of approximately 9% over 2014 on a constant-currency basis. The purchase price implies multiples of 12.9x non-GAAP EBITDA based on the estimated 2015 results, and approximately 11x non-GAAP EBITDA based on the estimated 2016 results including operational synergies.

The transaction is expected to close early in the second quarter of 2016, subject to regulatory approvals and customary closing conditions. Based on the anticipated timing of the close, the acquisition is expected to add $150 to $170 million to Charles River’s 2016 consolidated revenue, and $240 to $250 million to 2017 consolidated revenue. It is also expected to be accretive to non-GAAP earnings per share by at least $0.20 in 2016 and $0.45 to $0.50 in 2017. The Company expects to generate operational synergies as a result of the acquisition, with benefits totaling $17 to $20 million within two years of closing. Items excluded from non-GAAP earnings per share are expected to include all acquisition-related costs, which primarily include amortization of intangible assets, certain costs associated with efficiency initiatives, advisory fees, and certain third-party integration costs.

The acquisition and associated fees are expected to be financed through an expansion of Charles River’s credit facility and cash. WIL Research is expected to be reported primarily as part of Charles River’s Discovery and Safety Assessment segment.

Wells Fargo Securities, LLC is acting as the exclusive financial advisor to Charles River. Davis Polk & Wardwell LLP is acting as Charles River’s transactional legal counsel and Axinn, Veltrop & Harkrider LLP is acting as antitrust counsel. Harris Williams & Co. is acting as the lead financial advisor to WIL Research, with Houlihan Lokey serving as a co-advisor. King & Spalding is acting as WIL Research’s transactional legal counsel and Arnold & Porter LLP is acting as antitrust counsel.