UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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WuXi
PharmaTech (Cayman) Inc.
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(Name
of Issuer)
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Ordinary
Shares, $0.02 Par Value Per Share
American
Depositary Shares
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(Title
of Class of Securities)
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929352102
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(CUSIP
Number)
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Matthew
Daniel
251
Ballardvale Street
Wilmington,
Massachusetts, 01887
Tel.
No. (781) 222-6000
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
With
a Copy to:
Michael
Davis
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, New York 10017
(212)
450-4000
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April
26, 2010
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(Date of
Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or
240.13d-l(g), check the following box. o
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*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1
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NAME
OF REPORTING PERSONS
Charles
River Laboratories International, Inc.
IRS
No. 061397316
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
OO
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
None
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8
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SHARED
VOTING POWER
83,224,1841
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9
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SOLE
DISPOSITIVE POWER
None
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%2
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14
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TYPE
OF REPORTING PERSON
CO
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1
Beneficial ownership of the above referenced Shares (as defined below) is being
reported hereunder solely because Charles River may be deemed to have beneficial
ownership of such Shares as a result of the Voting Agreements (as defined
below). In addition to the above referenced Shares, the Voting
Agreements provide that any additional Shares acquired by the Supporting
Shareholders (as defined below) after the date of the Voting Agreements, whether
through the exercise of options, rights or other securities exercisable for or
convertible into Shares, will be subject to the Voting Agreements. As of
April 26, 2010, the Supporting Shareholders possessed vested stock options which
are exercisable for an additional 320,000 Shares, unvested stock options which
are expected to become exercisable for an additional 640,000 Shares, 941,336
vested restricted stock units, 1,965,336 unvested restricted stock units, and
convertible notes which are convertible into 22,771,002
Shares. Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission by Charles River that it is
the beneficial owner of any Shares for purposes of Section 13(d) of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or for any
other purpose, and such beneficial ownership thereof is expressly
disclaimed.
2
Calculated based on 573,524,176 Shares outstanding as of April 26, 2010, as
represented by WuXi in the Acquisition Agreement (as defined below), and
83,224,184 Shares subject to the Voting Agreements. This percentage
could change in the event that additional shares become subject to the Voting
Agreements, as described in footnote 1.
Item
1. Security and Issuer
The class
of equity securities to which this statement relates is the ordinary shares,
$0.02 par value per share (the “Shares”), of WuXi PharmaTech
(Cayman) Inc., a Cayman Islands company (“WuXi”). The
principal executive offices of WuXi are located at 288 Fute Zhong Road,
Waigaoqiao Free Trade Zone, Shanghai 200131, People’s Republic of
China.
Item
2. Identity and Background
(a)−(c)
and (f) This Schedule 13D is being filed by Charles River
Laboratories International, Inc., a Delaware corporation (“Charles River”).
The
address of the principal business and the principal office of Charles River is
251 Ballardvale Street, Wilmington, Massachusetts, 01887. The name,
business address, present principal occupation or employment, and citizenship of
each director and executive officer of Charles River are set forth on Schedule A
attached hereto, and are incorporated herein by reference. Charles
River is a global provider of research models and preclinical, clinical, and
support services intended to accelerate the drug discovery and development
process.
(d) and
(e) During the last five years, neither Charles River nor, to the
best knowledge of Charles River, any of the persons listed on Schedule A
attached hereto, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
To induce
Charles River to enter into the Acquisition Agreement (as defined below), on
April 26, 2010, Dr. Ge Li, the chief executive officer of WuXi, NGM Family 2006
Irrevocable Trust, General Atlantic Partners (Bermuda), L.P., GAP-W
International, L.P., GapStar, LLC, GAP Coinvestments III, LLC, GAP Coinvestments
IV, LLC, GAP Coinvestments CDA, L.P., Gapco GmbH & Co., KG, Warburg Pincus
Private Equity X, L.P., and Warburg Pincus X Partners, L.P. (collectively, the
“Supporting
Shareholders”) entered into Voting Agreements (the “Voting Agreements”) with
Charles River with respect to the Shares beneficially owned by the Supporting
Shareholders.
As of
April 26, 2010, the Supporting Shareholders collectively owned 83,224,1843 Shares, or
approximately 14.51%4 of the
outstanding Shares. As described in response to Item 4, the Shares
beneficially owned by the Supporting Shareholders have not been purchased by
Charles River, and thus no funds were used for such purpose. Charles
River did not pay any monetary consideration to the Supporting Shareholders in
connection with the execution and delivery of the Voting
Agreements. For a description of the Voting Agreements, see Item 4
below, which description is incorporated by reference in response to this Item
3.
Item
4. Purpose of Transaction
The
purpose of the Voting Agreements is to facilitate the consummation of the
transactions contemplated by the Acquisition Agreement.
The
Acquisition Agreement
On April
26, 2010, Charles River and WuXi entered into an Agreement and Plan of
Arrangement (the “Acquisition
Agreement”). The Acquisition Agreement provides that, upon the
terms and subject to the conditions set forth in the Acquisition Agreement,
Charles River will acquire all of the outstanding Shares by way of a scheme of
arrangement under Cayman Islands law (the “Acquisition”).
At the
closing of the Acquisition (the “Closing”), each WuXi
shareholder will be entitled to receive a combination of (i) US$1.406 in cash,
without interest, and (ii) a number of shares of Charles River common stock
equal to $1.25 divided by the weighted average closing price of Charles River
stock on the NYSE for the 20 trading days ending on the second business day
prior to closing (but in no event more than 0.0336 nor less than 0.0290 shares
of Charles River stock) for each outstanding Share (the “Acquisition Consideration”),
subject to the payment by Charles River of cash in lieu of any fractional share
of Charles River common stock. In addition, at the closing, each
outstanding WuXi stock option will be converted into an option to purchase
Charles River ordinary shares (with the same terms and conditions as were
applicable to the WuXi stock option) and each outstanding WuXi restricted share
unit will be converted into a Charles River restricted share unit (with the same
terms and conditions as were applicable to the WuXi restricted share unit) with
cash paid in lieu of fractional Charles River restricted shares share units, in
each case based on the Equity Award Exchange Ratio. The “Equity Award Exchange Ratio”
is determined by dividing (i) the sum of (x) the cash portion of the Acquisition
Consideration and (y) the product of the exchange ratio for the stock portion of
the Acquisition Consideration and the closing price of Charles River shares on
the last trading day before closing by (ii) the closing price of Charles River
shares on the last trading day before closing.
Consummation
of the Acquisition is subject to certain conditions, including the approval of
both companies’ shareholders and certain regulatory conditions. Charles River
and WuXi have made customary representations, warranties and covenants in the
Acquisition Agreement.
The
Acquisition Agreement provides that WuXi shall take all requisite action
(including obtaining the resignations of the existing directors of the Company)
to cause the board of directors of WuXi as of the Closing to be comprised of the
individuals designated by Charles River to WuXi prior to the Closing, and
further provides that, at the Closing, Charles River shall take all requisite
action to increase the size of its board of directors to 13 members and shall
cause three individuals designated by WuXi (one of whom shall be Dr. Ge Li, the
chief executive officer of WuXi) to be appointed to its board of directors,
subject to the approval of such individuals by the Corporate Governance and
Nominating Committee of Charles River’s board of directors.
The
foregoing description of the Acquisition Agreement does not purport to be
complete and is qualified in its entirety by reference to the Acquisition
Agreement, which was filed as Exhibit 2.1 to Charles River’s current report on
Form 8-K filed on April 26, 2010.
Charles
River anticipates that, if the Acquisition is completed in accordance with the
Acquisition Agreement, the listing of the ADSs on the New York Stock Exchange
will be terminated and that WuXi will terminate its registration and reporting
obligations under the Exchange Act.
The
Voting Agreements
On April
26, 2010, concurrently with and as an inducement for Charles River’s entry into
the Acquisition Agreement, the Supporting Shareholders entered into the Voting
Agreements with Charles River. Pursuant to the Voting Agreements, the
Supporting Shareholders agreed to vote all of their outstanding WuXi ordinary
shares in favor of the consummation of the Acquisition and against, among other
things, any alternative business combination involving WuXi. Each
Supporting Shareholder has also granted an irrevocable proxy appointing Charles
River as such Supporting Shareholder’s attorney-in-fact to vote his or its
shares in accordance with the foregoing under certain
circumstances.
Each
Supporting Shareholder has agreed that, other than according to the terms of
their respective Voting Agreements, he or it will not (i) grant any proxies or
enter into any voting trust or other agreement or arrangement with respect to
the voting of any Shares or (ii) subject to certain limited exceptions,
transfer, sell or otherwise dispose of any Shares during the term of the
applicable Voting Agreement.
The
Voting Agreements will terminate upon the earliest of (i) the termination of the
Acquisition Agreement in accordance with its terms, (ii) the consummation of the
Acquisition and (iii) the date of any amendment, modification, change or waiver
of the Acquisition Agreement executed after the date hereof that results in any
decrease in the cash or stock portion of the Acquisition Consideration or the
amount of the Acquisition Consideration or any delay in the consummation of the
Acquisition until after the End Date (as defined in the
Acquisition
Agreement), in each case, that is not consented to in writing by the Supporting
Shareholders in their sole discretion.
The
foregoing description of the Voting Agreements do not purport to be complete and
are qualified in its entirety by reference to the form of Voting Agreement,
which was filed as Exhibit 2.3 to Charles River’s current report on Form 8-K
filed on April 26, 2010.
Except as
set forth in this Item 4, the Acquisition Agreement or the Voting Agreements,
neither Charles River nor, to its knowledge, any of the persons set forth on
Schedule A hereto, has any plan or proposals that relate to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D (although Charles River reserves the right to develop such
plans).
The
Acquisition Agreement has been included to provide security holders with
information regarding its terms. It is not intended to provide any
other factual information about Charles River or WuXi. The
representations, warranties and covenants contained in the Acquisition Agreement
were made solely for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Acquisition Agreement, may be
subject to limitations agreed upon by the contracting parties, including being
qualified by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Acquisition Agreement instead of
establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to security holders. Security holders are not third-party
beneficiaries under the Acquisition Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of Charles River or
WuXi. Moreover, information concerning the subject matter of the
representations and warranties may change after the date of the Acquisition
Agreement, which subsequent information may or may not be fully reflected in
Charles River’s or WuXi’s public disclosures.
Item
5. Interest in Securities of the Issuer
(a) As
a result of the Voting Agreement, Charles River may be deemed for the purposes
of Rule 13d−3 promulgated under the Exchange Act to beneficially own 83,224,184
Shares5. This
number of Shares represents, for the purposes of Rule 13d−3, approximately
14.5%6 of the
outstanding shares of voting stock of WuXi based on WuXi’s representations in
the Acquisition Agreement that there were 573,524,176 Shares issued and
outstanding at the close of business on April 26, 2010. However,
Charles River does not control the voting of such Shares with respect to matters
other than as described in Item 3 above, and does not possess any other rights
as a WuXi stockholder with respect to such Shares. Charles River
disclaims any beneficial ownership of such shares, and nothing herein shall be
deemed to be an admission by Charles River as to the beneficial ownership of
such Shares.
Except as
set forth in this Item 5(a), neither Charles River, nor, to the best knowledge
of Charles River, any persons named in Schedule A hereto beneficially owns any
Shares.
(b) Charles
River is not entitled to any rights of a stockholder of WuXi as to any
Shares. Except to the extent that it may be deemed to by virtue of
the Voting Agreements, Charles River does not have the sole or shared power to
vote or to direct the vote or the sole or shared power to dispose or to direct
the disposition of any of the Shares.
(c) Except
for the execution and delivery of the Acquisition Agreement and the Voting
Agreements, neither Charles River nor, to the knowledge of Charles River, any of
the persons set forth on Schedule A hereto has effected any transaction in the
Shares during the past 60 days.
(d) Except
for the Acquisition Agreement and the Voting Agreements and the transactions
contemplated by those agreements, neither Charles River nor, to the knowledge of
Charles River, any of the persons set forth on Schedule A hereto has the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
5 See Footnote
1.
6 See Footnote
2.
(e) Not
applicable.
Item
6.
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Other
than as described in Items 3, 4 and 5, to the knowledge of Charles River, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
other person with respect to any securities of WuXi, including, but not limited
to, transfer or voting of any of the securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, including any
securities pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such securities
other than standard default and similar provisions contained in loan
agreements.
Item
7. Material to be Filed as Exhibits
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1.
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Agreement
and Plan of Arrangement dated as of April 26, 2010 between Charles River
and WuXi (incorporated by reference to Exhibit 2.1 to Charles River’s
Current Report on Form 8-K filed April 26, 2010).
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2.
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Form
of Voting Agreement dated as of April 26, 2010 between Charles River and
the schedule of signatories thereto (incorporated by reference to Charles
River’s Current Report on Form 8-K filed April 26,
2010).
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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May 5,
2010
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Date
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/s/
Matthew Daniel
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Signature
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Matthew
Daniel/Deputy General Counsel and Assistant Secretary
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(Name/Title)
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF CHARLES RIVER
The name,
business address, title, present principal occupation or employment of each of
the directors and executive officers of Charles River are set forth
below. If no business address is given the director’s or officer’s
business address is 251 Ballardvale Street, Wilmington, Massachusetts,
01887. Unless otherwise indicated, each occupation set forth opposite
an individual’s name refers to Charles River. Unless otherwise
indicated below, all of the persons listed below are citizens of the United
States of America.
Name
and Business Address
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Present
Principal Occupation Including Name and
Address1
of Employer
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Directors
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James
C. Foster
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Chairman,
President & Chief Executive Officer
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Nancy
T. Chang, Ph.D.
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Managing
Director, OrbiMed Advisors
767
Third Avenue
30th
Floor
New
York, NY 10017
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Stephen
D. Chubb
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Director,
Charles River
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Deborah
Kochevar, DVM, PhD, DACVCP
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Dean,
Cummings School of Veterinary Medicine at Tufts University
200
Westboro Road
North
Grafton, MA 01536
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George
E. Massaro
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Director
and Vice Chairman
Huron
Consulting Group, Inc.
550
West Van Buren Street
Chicago,
Illinois 60607
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George
M. Milne, Jr., Ph.D.
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Director,
Charles River
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C.
Richard Reese
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Chairman
and Chief Executive Officer, Iron Mountain, Incorporated
745
Atlantic Ave
Boston,
MA 02111
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Douglas
E. Rogers
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Partner,
Blackstone Healthcare Partners LLC
345
Park Avenue
New
York, NY 10154
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Samuel
O. Thier, M.D.
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Professor
of Medicine and Professor of Healthcare Policy, Emeritus Harvard Medical
School
25
Shattuck Street
Boston,
MA 02115
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William
Waltrip
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Director,
Charles River
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Executive
Officers (Who Are Not Directors)
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Thomas
F. Ackerman
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Corporate
Executive Vice President and Chief Financial Officer, Charles
River
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Christophe
Berthoux2
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Corporate
Executive Vice President, Global Sales and Marketing and Chief Commercial
Officer, Charles River
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Nancy
A. Gillett
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Corporate
Executive Vice President and President, Global Preclinical Services,
Charles River
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David
P. Johst
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Corporate
Executive Vice President, Human Resources, Chief Administrative Officer,
General Counsel and Corporate Secretary, Charles River
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Real
H. Renaud
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Corporate
Executive Vice President and President Global Research Models and
Services, Charles River
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1
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Same
address as director’ or officer’s business address except where
indicated.
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2
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French
citizen and permanent US
resident.
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