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CHARLES RIVER LABORATORIES TO ACQUIRE COGNATE BIOSERVICES TO CREATE A PREMIER SCIENTIFIC PARTNER FOR CELL AND GENE THERAPY DEVELOPMENT - Significantly Expands Charles River's Scientific Capabilities in the H

Key Takeaway: RIVER LABORATORIES TO ACQUIRE COGNATE BIOSERVICES TO CREATE A PREMIER SCIENTIFIC PARTNER FOR CELL AND GENE THERAPY DEVELOPMENT Significantly Expands Charles River's Scientific Capabilities in the High-Growth Cell and Gene Therapy Sector - Combines Cognate's Comprehensive Ce

Full Press Release Details

RIVER LABORATORIES TO ACQUIRE
COGNATE BIOSERVICES TO CREATE
A PREMIER SCIENTIFIC PARTNER
FOR CELL AND GENE THERAPY DEVELOPMENT
Significantly Expands Charles River's Scientific Capabilities
in the High-Growth Cell and Gene Therapy Sector -
Combines Cognate's Comprehensive Cell and Gene Therapy
CDMO Capabilities to Establish an Integrated Solution from
Discovery through CGMP Manufacturing -
WILMINGTON, MA, February 17,
2021 - Charles River Laboratories International, Inc. (NYSE: CRL) announced today that it has signed a definitive agreement
to acquire Cognate BioServices, Inc., a premier, cell and gene therapy contract development and manufacturing organization (CDMO),
for approximately $875 million in cash, subject to customary closing adjustments. The transaction is expected to close by the
end of the first quarter of 2021, subject to regulatory requirements and customary closing conditions.
James C. Foster, Chairman, President
and Chief Executive Officer of Charles River Laboratories, commented, "Cognate BioServices presents a unique opportunity
to expand into a high-growth, value-added sector of the CDMO market and enhance our ability to meet our clients' needs in
emerging areas of scientific innovation. This acquisition will be an exceptional strategic fit, adding to our comprehensive suite
of early-stage research and manufacturing support solutions and enabling us to achieve our goal of establishing a single scientific
partner to provide biopharmaceutical clients with an integrated solution to help accelerate their cell and gene therapy programs
from discovery and non-clinical development through commercialization."
"Because of the synergistic
fit with Charles River, the market growth potential, and the emerging role of advanced drug modalities as treatments for oncology
and rare disease, we believe Cognate will meaningfully enhance our long-term revenue and earnings growth potential. We look forward
to welcoming Cognate's dedicated employees to the Charles River family," Mr. Foster concluded.
Cognate is a premier, cell and
gene therapy CDMO offering comprehensive manufacturing solutions for cell therapies, as well as for production of plasmid DNA
and other inputs in the CDMO value chain. The planned acquisition will establish Charles River as a premier scientific partner
for cell and gene therapy development, testing, and manufacturing, providing clients with an integrated solution from basic research
and discovery through CGMP
production. Cognate has extensive
experience producing various cell types and technologies used in cellular immunotherapy and immuno-oncology, regenerative medicine,
and advanced cell therapy. Headquartered in Memphis, Tennessee, Cognate has operations in North America and Europe with over 500
The acquisition of Cognate will
expand Charles River's scientific capabilities into the emerging, high-growth cell and gene therapy CDMO sector, establishing
a comprehensive solution from discovery and non-clinical development through CGMP manufacturing in advanced drug modalities.
Cognate will be particularly
synergistic with the Company's Biologics Testing Solutions business. It will enable clients to seamlessly conduct analytical
testing, process development, and manufacturing for advanced modalities with the same scientific partner, enabling them to achieve
their goal of driving greater efficiency. Clients will also have access to the Company's cellular products as the starting
point for their cell therapy programs and will be able to work with Charles River through every step of the research and early-stage
development process before moving into CGMP production with Cognate, accelerating clients' speed to market for advanced
to grow at least 25%
annually over the next five years. With a significant portion of cell and gene therapy programs in the preclinical phase, demand
for Cognate's services is expected to intensify as more of these programs progress into late-stage development and commercialization.
Additional Financial and
Based on the anticipated completion
of the acquisition by the end of the first quarter, Cognate is expected to add approximately $110 million to Charles River's
2021 consolidated revenue for the partial year. The transaction is expected to be neutral to non-GAAP earnings per share in 2021,
and accretive thereafter. Items excluded from non-GAAP earnings per share are expected to include all acquisition-related costs,
which primarily include amortization of intangible assets, advisory fees, certain costs associated with efficiency initiatives,
and certain third-party integration costs.
The acquisition and associated
fees are expected to be financed through Charles River's existing credit facility and cash. The Company is evaluating further
optimizing its debt structure which could be used to finance the acquisition and for general corporate purposes.
Cognate is expected to be reported
as part of Charles River's Manufacturing Support segment.
Advisors and Cognate Ownership
Gordon Dyal & Co., 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 Weil, Gotshal & Manges LLP is acting as antitrust counsel. Dark Horse Consulting Group, Inc. is acting
as Charles River's strategic advisor.
Cognate is supported by its majority
shareholder, EW Healthcare Partners, as well as minority shareholders, Medivate Partners, BlackRock, and a sovereign wealth fund.
Morgan Stanley & Co. LLC is acting as the exclusive financial advisor and Kirkland & Ellis LLP is acting as legal counsel
to Cognate and its shareholders.
Use of Non-GAAP Financial
This news release contains non-GAAP
financial measures, such as non-GAAP earnings per diluted share, which exclude the amortization of intangible assets, integration
costs, advisory fees, and other charges related to our acquisitions and expenses associated with evaluating acquisitions. We exclude
these items from the non-GAAP financial measures because they are
outside our normal operations.
There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting
principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the
inclusion of supplementary non-GAAP financial measures in this news release helps investors to gain a meaningful understanding
of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with
how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts.
We believe that the financial impact of our acquisitions (and in certain cases, the evaluation of such acquisitions, whether or
not ultimately consummated) is often large relative to our overall financial performance, which can adversely affect the comparability
of our results on a period-to-period basis. In addition, certain activities, such as business acquisitions, happen irregularly
and the underlying costs associated with such activities do not recur on a consistent basis. Non-GAAP results also allow investors
to compare the Company's operations against the financial results of other companies in the industry who similarly provide
non-GAAP results. The non-GAAP financial measures included in this news release 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 periodically assess
the potential value of reporting non-GAAP results consistent with applicable rules and regulations. A reconciliation of the effect
of this transaction on non-GAAP earnings per share for 2021 to the most directly comparable GAAP financial measure has not been
included because it is impracticable to determine the allocation of the purchase price for the proposed acquisition and other
necessary adjustments at this time.
Caution Concerning Forward-Looking
This news release 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," "will," "may,"
"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. Forward-looking statements include
statements in this news release regarding the acquisition of Cognate BioServices, expectations regarding the timing of the closing
of the acquisition, and Charles River's expectations with respect to the impact of Cognate on the Company, its product and
service offerings, client perception, revenue, revenue growth rates, and earnings per share; Charles River's projected future
performance including revenue and earnings per share; as well as Charles River's future growth in the area of cell and gene
therapy CDMO services. Forward-looking statements are based on Charles River's current expectations and beliefs, and involve
a number of risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from
Last updated: Feb 17, 2021