Schedule 13D

0001140361-10-025752.txt : 20100617 0001140361-10-025752.hdr.sgml : 20100617 20100616182513 ACCESSION NUMBER: 0001140361-10-025752 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100617 DATE AS OF CHANGE: 20100616 GROUP MEMBERS: NEUBERGER BERMAN LLC GROUP MEMBERS: NEUBERGER BERMAN MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES RIVER LABORATORIES INTERNATIONAL INC CENTRAL INDEX KEY: 0001100682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 061397316 FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59553 FILM NUMBER: 10901641 BUSINESS ADDRESS: STREET 1: 261 BALLARDVALE STREET CITY: WILMINGTON STATE: MA ZIP: 01867 BUSINESS PHONE: 9786586000 MAIL ADDRESS: STREET 1: 251 BALLARDVALE ST CITY: WILMINGTON STATE: MA ZIP: 01887 FORMER COMPANY: FORMER CONFORMED NAME: CHARLES RIVER LABORATORIES HOLDINGS INC DATE OF NAME CHANGE: 19991208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Neuberger Berman Group LLC CENTRAL INDEX KEY: 0001465109 IRS NUMBER: 611591182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-476-9000 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10158 SC 13D 1 doc1.htm Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

Charles River Laboratories International

(Name of Issuer)

Common Stock

(Title of Class of Securities)

159864107

(CUSIP Number)

Andrew Davalla, 605 Third Avenue New York, NY 10158 Phone : 646-497-4674

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2010

(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-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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.

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).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Neuberger Berman Group LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x

3	SEC USE ONLY


4	SOURCE OF FUNDS
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)				o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			3478208

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			4146182

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4146182

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.26%

14	TYPE OF REPORTING PERSON
	HC

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Neuberger Berman LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x

3	SEC USE ONLY


4	SOURCE OF FUNDS
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)				o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0

		8	SHARED VOTING POWER
			1851437

		9	SOLE DISPOSITIVE POWER
			0

		10	SHARED DISPOSITIVE POWER
			2476111

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2476111

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.74%

14	TYPE OF REPORTING PERSON
	IA

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Neuberger Berman Management LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x

3	SEC USE ONLY


4	SOURCE OF FUNDS
	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)				o


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1626771

		8	SHARED VOTING POWER
			0

		9	SOLE DISPOSITIVE POWER
			1670071

		10	SHARED DISPOSITIVE POWER
			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1670071

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.52%

14	TYPE OF REPORTING PERSON
	IA

Item 1.	Security and Issuer

The class of equity securities to which this statement on Schedule 13D relates is the common shares of Charles River Laboratories International, Inc. (the “Issuer’), (the “Securities”), a Delaware corporation, having its principal business office at 255 Ballardvale Street, Wilmington, Massachusetts 01887.

Item 2.	Identity and Background

(a)

This statement is being filed by the following persons: Neuberger Berman Group LLC (“NBG”), Neuberger Berman Holdings LLC (“NB Holdings”), Neuberger Berman Management LLC (“NBM”) and Neuberger Berman LLC (“NB LLC”) (the “ ;Reporting Persons”).

(b)

NBG, NB Holdings, NBM and NB LLC are Delaware limit ed liability companies, each having its principal business office at 605 Third Avenue, New York, NY 10158.

(c)

NBG is the parent company of various subsidiaries engaged in the investment advisory business.

NB Holdings is the holding company of NB LLC, NBM and certain other subsidiaries engaged in the investment advisory business primarily with respect to equities.

NBM, an indirect subsidiary of NBG, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a limited purpose broker-dealer registered under the Securities Exchange Act of 1934, as amended. As a registered investment adviser (“RIA”), NBM provides investment advisory services to investment companies registered under the Investment Company Act of 1940, as amended.

NB LLC, an indirect subsidiary of NBG, is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a broker-dealer registered under the Securities Exchange Act of 1934, as amended. As a RIA, NB LLC provides discretionary investment advisory services to private investors, institutions, endowments, employee benefit plans, foundations and others.

The information required by instruction C to Schedule 13D with respect to the executive officers and directors of the Reporting Persons is set forth below.

Neuberger Berman Group LLC
Directors

Joseph Amato

Robert D’Alelio

William Fox

Jack McCarthy

George Walker

Richard Worley

Lawrence Zicklin

Executive Officers

George Walker
Chief Executive Officer

Joseph Amato
President

Heather Zuckerman
Secretary and Executive Vice President

Andrew Komaroff Chief
Operating Officer and Executive Vice President

Irene Ashkenazy
Treasurer

Neuberger Berman Holdings LLC
Executive Officers

Joseph Amato
President and Chief Executive Officer

Kevin Handwerker
Secretary and General Counsel

Irene Ashkenazy
Vice President and Treasurer

Neuberger Berman Management LLC
Executive Officers

Robert Conti
President, Chief Executive Officer

Joseph Amato
Managing Director and Chief Investment Officer -Equities

Brad Cetron
Chief Compliance Officer, Director of Compliance –B/D

Chamaine Williams
Chief Compliance Officer, Director of Compliance –I/A

John Dorogoff
Chief Operations Officer, Chief Financial Officer, and Treasurer

Maxine Gerson
General Counsel and Managing Director

Bradley Tank
Managing Director and Chief Investment Officer –Fixed Income

Neuberger Berman LLC
Executive Officers

Joseph Amato
President, Chief Executive Officer and Chief Investment Officer - Equities

Brad Cetron
Chief Compliance Officer

John Dorogoff
Chief Operations Officer, Chief Financial Officer, and Treasurer

Kevin Handwerker
General Counsel and Managing Director

Bradley Tank
Managing Director and Chief Investment Officer –Fixed Income

(d)

None of the individuals referenced above have been convicted in a criminal proceeding in the past five years.

(e)

None of the individuals referenced above have been party to a civil proceeding or a judicial or administrative proceeding or subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the past five years.

(f)

All of the individuals referenced above are citizens of the United States.

Item 3.	Source and Amount of Funds or Other Consideration

NBM and NB LLC, in their capacity as RIAs, used an aggregate of approximately $45,526,085 and $82,237,645, respectively, of funds provided through the accounts of certain of their investment advisory clients to purchase the Securities reported as beneficially owned in Item 5.

Item 4.	Purpose of Transaction

The Securities reported as beneficially owned in Item 5 were purchased by NBM and NB LLC in their capacity as RIAs on behalf of their investment advisory clients for investment purposes in the ordinary course of business. On April 26, 2010, the Issuer announced that it had entered into a definitive agreement with WuXi PharmaTech (Cayman) Inc. (“WuXi”) (the “Agreement”) pursuant to which the Issuer will acquire WuXi. NBM and NB LLC oppose the Agreement because they believe that the acquisition of WuXi by the Issuer is not in the best interests of the Issuer’s stockholders. On June 16, 2010, NBM and NB LLC sent a letter to the Issuer’s Board of Directors, which is attached hereto as Exhibit 1. NBM and NB LLC may communicate with the man agement of the Issuer, the board of directors of the Issuer, and other stockholders of the Issuer and interested parties about the Issuer and the Agreement. Depending on market conditions, NB LLC and NBM, in their capacity as RIAs, may purchase additional Securities or sell Securities on behalf of their investment advisory clients in the future.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Not applicable.

(e)

Not applicable.

(f)

Not applicable.

(g)

Not applicable.

(h)

Not applicable.

(i)

Not applicable.

(j)

Not applicable.

Item 5.	Interest in Securities of the Issuer

(a)

The aggregate number of Securities to which this Schedule 13D relates is 4,146,182 shares, representing 6.26% of the 66,191,029 common shares reported as outstanding in the Issuer’s most recent Form 10-Q for the quarterly period ending March 27, 2010. The Reporting Persons beneficially own the Securities as follows:

Common Shares % of Common Shares Outstanding

NBM 1,670,071 2.52%

NB LLC 2,476,111 3.74%

As a result of NBG’s and NB Holdings’ indirect and direct ownership of NB LLC and NBM, each of NBG and NB Holdings are deemed to beneficially own the Securities beneficially owned by NBM and NB LLC.

(b)

NBM has been granted discretionary voting and dispositive power with respect to 1,626,771 of the shares reported herein as being beneficially owned by it. In addition, NBM has been granted discretionary dispositive power, but not voting power, with respect to the remaining 43,300 shares reported herein as beneficially owned by it. NB LLC has been granted discretionary voting and dispositive power with respect to 1,851,437 of the shares reported herein as being beneficially owned by it, and with respect to such shares, NB LLC shares voting and dispositive power with its clients in whose accounts the shares are held. In addition, NB LLC has been granted discretionary dispositive power, but not voting power, with respect to the remaining 625,374 shares reported herein as beneficially owned by it, and with respect to such shares. NB LLC shares only dispositive power with th ose clients in whose accounts such shares are held.

(c)

Transactions effected durin g the past sixty days are set forth below.

Transaction Date

Shares or Unites Purchased (Sold)

Price Per Share or Unit

4/15/2010
4/15/2010
4/15/2010
4/16/2010
4/16/2010
4/19/2010
4/19/2010
4/19/2010
4/20/2010
4/20/2010
4/20/2010
4/20/2010
4/20/2010
4/21/2010
4/21/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/22/2010
4/23/2010
4/23/2010
4/23/2010
4/23/2010
4/23/2010
4/23/2010
4/26/2010
4/26/2010
4/26/2010
4/26/2010
4/26/2010
4/26/2010
4/26/2010
4/26/2010
4/27/2010
4/27/2010
4/27/2010
4/27/2010
4/27/2010
4/27/2010
4/27/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/28/2010
4/29/2010
4/29/2010
4/29/2010
4/29/2010
4/29/2010
4/30/2010
4/30/2010
5/3/2010
5/3/2010
5/3/2010
5/3/2010
5/3/2010
5/3/2010
5/3/2010
5/3/2010
5/4/2010
5/4/2010
5/4/2010
5/4/2010
5/4/2010
5/5/2010
5/5/2010
5/6/2010
5/6/2010
5/6/2010
5/6/2010
5/7/2010
5/7/2010
5/7/2010
5/7/2010
5/10/2010
5/10/2010
5/10/2010
5/10/2010
5/11/2010
5/11/2010
5/11/2010
5/11/2010
5/11/2010
5/11/2010
5/11/2010
5/12/2010
5/12/2010
5/12/2010
5/12/2010
5/13/2010
5/13/2010
5/14/2010
5/14/2010
5/17/2010
5/17/2010
5/17/2010
5/17/2010
5/17/2010
5/17/2010
5/17/2010
5/17/2010
5/19/2010
5/19/2010
5/19/2010
5/20/2010
5/20/2010
5/20/2010
5/20/2010
5/21/2010
5/21/2010
5/21/2010
5/21/2010
5/21/2010
5/21/2010
5/24/2010
5/24/2010
5/24/2010
5/24/2010
5/24/2010
5/24/2010
5/24/2010
5/25/2010
5/26/2010
5/26/2010
5/26/2010
5/26/2010
5/26/2010
5/26/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/27/2010
5/28/2010
5/28/2010
6/1/2010
6/1/2010
6/1/2010
6/1/2010
6/2/2010
6/2/2010
6/2/2010
6/3/2010
6/3/2010
6/3/2010
6/4/2010
6/4/2010
6/7/2010
6/7/2010
6/8/2010
6/8/2010
6/8/2010
6/8/2010
6/8/2010
6/8/2010
6/9/2010
6/9/2010
6/9/2010
6/9/2010
6/9/2010
6/10/2010
6/10/2010
6/10/2010
6/11/2010
6/11/2010
6/14/2010
6/15/2010

600
325-
300-
400
410-
325
200
10-
70
700
250
900
325-
220
625-
20
150
300
400
50-
100-
1100-
100-
1900-
170
450
200
150
300-
250-
4620
6660
64100
320
1300
6500
10000-
300-
30660
15
3190
50-
400-
800-
800-
2930
16000
320
700
24400
200
150
2960
925-
1500-
500-
925-
16000
450
340
1200-
100-
2600
70
850
90
621
300
300
314-
300-
500-
100
2725
1300
75-
150-
500
600
300
500
230
300
160
300
100
1400-
8000
5150-
100-
38900-
900
540
1910
150
350
100-
300-
100
2060
600
20-
1300
105-
570
250-
830
500
1200-
300-
515-
1100-
75-
1100-
465
130
245-
50
5000-
2000-
400-
225-
100-
46700-
100-
1050-
1290-
70
150
1
800
60-
600-
600-
4100-
340
100-
350-
70-
40-
400-
60
100
200-
34900-
26700-
100-
350-
800-
300-
745
1000-
10
14
5410-
257-
30
1400-
1800-
30
5000
15-
60
20-
5000
7500-
370
50
100-
80-
750-
4900-
800
1000-
3200-
500-
600-
50
800
500-
270
330
850-
700-

41.01
41.1412
41.0612
40.94
40.3809
40.43
40.49
40.11
40.29
40.4613
40.21
40.2002
40.5531
40.65
40.4449
40.05
39.9399
39.9999
40.0267
40.02
40.0401
39.8891
39.85
40.1089
39.6799
39.98
39.975
39.898
39.73
39.7219
34
35.26688
33.9305
35.3499
34.11
33.9305
34.6771
35.3867
34.06479
34.12
34.1553
33.95
33.5501
33.9525
34.001
34.26162
34.4322
34.261625
34.4199
34.4322
34.33
34.3486
34.2415
33.9
34.286
34.3501
33.9
34.2056
34.0599
34.36
34.04
34.08
33.5695
34.25
33.5299
33.1
33.59
33.99
33.6352
33.59
32.93
32.954
32.5699
32.2845
32.7891
32.6
32.91
32.3999
31.8917
31.0099
31.6799
31.52
31.9125
31.4999
31.2899
31.48
30.8
31.0563
31.4394
31.2136
30.6938
31.0465
30.75
31.1691
31.1768
31.143
31.01
31.6267
33.1376
32.625
33.1267
32.43
33.2462
32.9824
32.0352
31.93
31.92
32.312
32.33
32.1148
32.077
32.0938
32.18
32.13
32.2964
31.8993
32.101
31.84
31.8273
32.1006
32.1257
31.9127
31.9124
31.862
32.02
31.931
31.8887
32.158
32.158
32.23
32.1061
32.53
32.5215
32.4197
31.0501
31.81
31.995
31.87
32.07
31.98
32.055
32.4
33.11
33.0525
32.66
32.696
32.4001
32.6701
33.06
32.5067
33.4999
33.21
33.13
33.29
33.1752
33.29
33.44
33.3879
33.4613
34.12
34.1878
33.98
33.54
33.12
33.2164
32.8225
33.6499
33.41
33.4001
33.5
33.6051
33.5779
34.5388
35.0301
35.0063
34.9501
34.5
35.67
35.0975
36
36.1999
34.92
35.9716
36.2171

(d)

Not applicable.

(e)

Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

< font style="DISPLAY: inline; FONT-FAMILY: times new roman; FONT-SIZE: 10pt">

The Reporting Persons hold $5,009,000 (par value) of the Issuer’s 2.25% Convertible Senior Notes due 2013 (the “Notes”). Due to conversion conditions of the Notes, it is not possible as of the date of this filing for the Reporting Persons to convert the Notes into common stock of the Issuer.

Item 7.	Material to Be Filed as Exhibits

Letter to Issuer’s Board of Directors, dated June 16,2 010, is attached hereto as Exhibit 1.

The Joint Filing Agreement is attached hereto as Exhibit 2.

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.

	Neuberger Berman Group LLC

June 16, 2010	By:	/s/ Kevin Handwerker
		General Counsel

	Neuberger Berman LLC

June 16, 2010	By:	/s/ Kevin Handwerker
		General Counsel

	Neuberger Berman Management LLC

June 16, 2010	By:	/s/ Robert Conti
		President and Chief Executive Officer

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document

Exhibit 1:

June 16, 2010

The Board of Directors

c/o David Johst

General Counsel

Charles River Laboratories International, Inc.

255 Ballardvale Street

Wilmington, MA 01887

Ladies and Gentlemen:

Neuberger Berman LLC and Neuberger Berman Management LLC (collectively “Neuberger Berman”), in their capacity as investment advisors on behalf of their clients own approximately 6.26 percent of the outstanding common stock of Charles River Laboratories International, Inc. (“CRL”). After much reflection and careful analysis, we have come to the conclusion that the proposed merger transaction with WuXi PharmaTech (Cayman) Inc. (“WuXi”) is not in the best interests of stockholders.

Neuberger Berman has been a patient long term stockholder of CRL, waiting for a reasonable return on the investment made on behalf of our clients. After a difficult 2009 in which CRL saw its profitability decline, we believed that 2010 would be an inflection point for CRL, as the result of increased earnings and free cash flow generation. Instead of enjoying the benefit of an earnings recovery and accompanying growth in cash flow, stockholders are being asked to approve an acquisition at a multiple of 16 times projected 2011 EBITDA, which has been described as transformational. Without belaboring the point and put simply, the very rich price being paid for WuXi allows for no margin of error. In our opinion, the proposed transaction with WuXi represents an unacceptable elevation of financial and operational risks to CRL, and therefore, our investment.

Historically, Neuberger Berman has deferred to the business judgment of the Board of Directors of CRL and its financial advisors in determining the appropriate risks stockholders should bear. However, given CRL’s experience with the acquisition of Inveresk Research, we are perplexed that the Board would approve such a large and expensive acquisition. The Inveresk transaction was also billed as transformational, promising to accelerate the growth and size of available markets to the company. Instead, the transaction resulted in a $700 MM write-off with growth and consistent profitability remaining elusive in the company’s pre-clinical operations.

CRL’s management needs to demonstrate that its current assets can generate returns well in excess of its cost of capital before being allowed to spend $1.6B of capital. We firmly believe that that the CRL’s shares are significantly undervalued and that a bright future lies ahead for the core businesses of CRL. In our view, a free cash flow financed share repurchase program would demonstrate confidence in CRL’s current asset base and be an excellent use of capital.

We recognize that our opinion may not be shared by the Board or other constituencies; however, the proposed acquisition will in effect be a referendum on management’s capital allocation strategy, and as such should only be done with the approval of a majority of stockholders. We would caution the Board not to endorse any revision to the proposed WuXi transaction that bypasses the need for a stockholder vote. Such a maneuver could only result in a further impairment of CRL’s value and would amount to nothing more than a blatant affront and disenfranchisement of your stockholders.

Respectfully,

Neuberger Berman LLC

Neuberger Berman Management LLC

EX-2.1 3 misc2.htm MISCELLANEOUS EXHIBITS Unassociated Document

Exhibit 2:

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in Item 2 of this Schedule 13D to which this Exhibit relates) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of Charles River Laboratories International, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 16th day of June 2010.

	Neuberger Berman Group LLC


	By: Joseph Amato
	President


	Neuberger Berman Holdings LLC


	By: Joseph Amato
	President and Chief Executive Officer


	Neuberger Berman Management LLC


	By: Robert Conti
	President and Chief Executive Officer


	Neuberger Berman LLC


	By: Joseph Amato
	President and Chief Executive Officer