Charles River to acquire Citoxlab for EUR448M in cash
Charles River Laboratories International announced that it has signed a binding offer to acquire Citoxlab for EUR448 million in cash, or approximately $510M based on current exchange rates, subject to customary closing adjustments. The proposed transaction is expected to close in the second quarter of 2019, subject to labor consultations, regulatory requirements, and customary closing conditions. Upon completion of the labor consultations, Citoxlab's shareholders are expected to enter into a definitive purchase agreement. Citoxlab is a premier, non-clinical contract research organization, specializing in regulated safety assessment services, non-regulated discovery services, and medical device testing. With operations in Europe and North America, the proposed acquisition of Citoxlab would further strengthen Charles River's position as the leading, global, early-stage CRO by expanding its scientific portfolio and geographic footprint, which would enhance the Company's ability to partner with clients across the drug discovery and development continuum. The proposed acquisition of Citoxlab would strengthen Charles River's presence in growing end markets, enhance its global scale and geographic footprint, and augment its scientific capabilities, providing a compelling value proposition for both clients and shareholders. The purchase price implies multiples of 13.8x non-GAAP EBITDA based on Citoxlab's estimated last twelve-month results prior to the anticipated close, and approximately 11.7x non-GAAP EBITDA based on the estimated forward twelve-month results after the anticipated close. The proposed acquisition is expected to add $115M to $130M to Charles River's 2019 consolidated revenue based on the anticipated second-quarter close, and approximately $200M to 2020 consolidated revenue. Citoxlab's revenue is expected to grow at a high-single-digit rate, which is consistent with the long-term organic revenue growth target for Charles River's Discovery and Safety Assessment segment. Citoxlab is expected to be reported as part of Charles River's DSA segment. The proposed transaction is expected to be accretive to non-GAAP earnings per share by approximately 15c in 2019 and at least 35c in 2020. 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, and integration costs. The proposed acquisition and associated fees are expected to be financed through Charles River's existing revolving credit facility and cash.