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Charles River Laboratories to Acquire Celsis International Ltd.

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Charles River Laboratories International, Inc. (NYSE: CRL) announced today that it has entered into a definitive agreement to acquire Celsis International Ltd. for $212 million in cash, subject to customary closing adjustments. Celsis is a leading provider of rapid bacterial detection systems for quality control testing in the biopharmaceutical and consumer products industries. Celsis's systems are principally used for product-release testing to help ensure the safe manufacture of drugs and consumer products. The acquisition complements Charles River Endotoxin and Microbial Detection's (EMD) position as a leading provider of rapid endotoxin testing and bacterial identification for biopharmaceutical manufacturing, and creates the most comprehensive solution for rapid quality control testing of biopharmaceutical and consumer products.

The addition of Celsis, with its Advance II™, Accel™, and Innovate™ systems for non-sterile applications, will complement EMD's recently introduced PTS-Micro™, a rapid bacterial (bioburden) detection system for sterile biopharmaceutical applications. The comprehensive EMD and Celsis portfolio is expected to drive increased adoption of EMD's quality control testing solutions across both sterile and non-sterile applications, as clients seek a single provider for their rapid product-release testing needs.

James C. Foster, Chairman, President, and Chief Executive Officer of Charles River Laboratories, commented, "The acquisition of Celsis combines leading providers of endotoxin and bacterial testing and bacterial identification to establish EMD as a comprehensive provider of rapid quality control testing solutions across multiple industries. The acquisition nearly doubles the market opportunity for EMD testing products and services, offering access to the consumer products market in addition to our core biopharmaceutical market. Celsis's robust financial profile enhances the EMD business, which is our highest-growth and one of our highest-margin businesses. We expect Celsis to be immediately accretive to non-GAAP earnings per share in 2015, with a more significant contribution in 2016 and beyond."

Additional Financial and Transaction Details

The revenue growth rate for Celsis is expected to be in the low-double digits for the foreseeable future, with a non-GAAP operating margin higher than the Manufacturing Support segment. The purchase price implies a multiple of approximately 14x adjusted EBITDA for the last twelve months through March 31, 2015.

The transaction is expected to close in the third quarter of 2015, subject to customary closing conditions. Based on the anticipated timing of the close, the acquisition is expected to represent approximately 1% of Charles River's 2015 consolidated revenue, and approximately 2.5% of 2016 consolidated revenue. It is also expected to be accretive to non-GAAP earnings per share by approximately $0.05 in 2015 and $0.15 to $0.20 in 2016. The Company expects to generate modest operational synergies as a result of the acquisition, with benefits totaling at least $2 million in 2016. Items excluded from non-GAAP earnings per share are expected to include all transaction-related costs, which primarily include amortization of intangible assets and certain third-party integration costs.

The acquisition and associated fees are expected to be financed through a combination of borrowings under Charles River's revolving credit facility and cash. Charles River will not assume any of Celsis's debt or cash balances as part of this transaction. Celsis will be reported as part of the EMD business in Charles River's Manufacturing Support segment.

 

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