- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
06 Noviembre 2009 - 10:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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Life Sciences Research, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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PRESS RELEASE
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LIFE SCIENCES RESEARCH, INC.
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(NYSE Arca: LSR)
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PO Box 2360
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Mettlers Road
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East Millstone, NJ 08875-2360
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For Further Information:
Richard Michaelson
Phone: US: (732) 649-9961
e-mail: LifeSciencesResearch@LSRinc.net
November 6, 2009
RiskMetrics Group Recommends Stockholders Vote FOR Life Sciences Research/
Lion Holdings Merger
EAST MILLSTONE, N.J. (November 6, 2009)
Life Sciences Research, Inc. (NYSE Arca: LSR) announced
today that RiskMetrics Group (formerly Institutional Shareholder Services), a leading proxy
advisory firm, has recommended that LSR stockholders vote FOR the approval of the merger of LSR
and Lion Merger Corp. pursuant to the Agreement and Plan of Merger, dated as of July 8, 2009, among
LSR, Lion Merger Corp. and Lion Holdings, Inc. at the upcoming special meeting of stockholders
scheduled to be held on November 23, 2009. Lion Merger Corp. and Lion Holdings Inc. are companies
controlled by LSRs Chairman and CEO, Andrew Baker.
LSR encourages all stockholders to vote their shares promptly by phone, Internet or by mailing
their proxy card. The Board of Directors and the independent Special Committee of the Board each
recommended that stockholders vote FOR the approval of the merger.
About Life Sciences Research
Life Sciences Research, Inc. is a global contract research organization providing product
development services to the pharmaceutical, agrochemical and biotechnology industries. LSR brings
leading technology and capability to support its clients in non-clinical safety testing of new
compounds in early stage development and assessment. The purpose of this work is to identify risks
to humans, animals or the environment resulting from the use or manufacture of a wide range of
chemicals which are essential components of LSRs clients products. The
Companys services are
designed to meet the regulatory requirements of governments around the
world. LSR operates research facilities in the United States (the Princeton Research Center, New
Jersey) and the United Kingdom (Huntingdon and Eye, England).
Important Additional Information for Investors and Stockholders
In connection with the proposed Merger of the Company with a wholly owned subsidiary of Lion
Holdings, the Company has filed with the SEC a definitive proxy statement for the meeting of
stockholders of the Company to be convened on November 23, 2009 to approve the Merger. That
definitive proxy statement and a form of proxy have been mailed to the stockholders of the Company.
The Company, Parent, Merger Sub, Andrew Baker, LAB Holdings LLC and Focused Healthcare Partners,
LLC have also filed a Schedule 13E-3, as amended, with the SEC regarding the proposed Merger.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANYS STOCKHOLDERS AND INVESTORS ARE URGED
TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Company stockholders and
other investors can obtain copies of these materials without charge from the SEC through the SECs
website at
www.sec.gov
. These documents can also be obtained free of charge by accessing
them on the Companys corporate website at
www.lsrinc.net
.
The Company and its directors, executive officers and certain other members of its management and
employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from
the Companys stockholders in connection with the transaction. Information regarding the interests
of such directors and executive officers (which may be different from those of the Companys
stockholders generally) is set forth in the Companys proxy statement referred to above and
additional information regarding the Companys directors and executive officers is included in the
Companys 2009 proxy statement and 2008 Annual Report on Form 10-K, previously filed with SEC.
Stockholders may obtain additional information regarding the interests of the Company and its
directors and executive officers in the Merger and the solicitation of proxies, which may be
different than those of the Companys stockholders generally, by reading the proxy statement and
other relevant documents regarding the Merger, filed with the SEC.
Forward Looking Statements
This announcement contains statements that may be forward-looking as defined by the Private
Securities Litigation Reform Act of 1995. These statements are based largely on LSRs expectations
and are subject to a number of risks and uncertainties, certain of which are beyond LSRs control,
as more fully described in the Companys SEC filings, including its Form 10-K for the fiscal year
ended December 31, 2008, as filed with the US Securities and Exchange Commission.
Life Sciences Research (NYSE:LSR)
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