ALBANY, N.Y., July 11, 2016 /PRNewswire/ -- AMRI (NASDAQ:
AMRI) today announced that it has completed the acquisition of
Prime European Therapeuticals S.p.A., also known as "Euticals", a
privately-held company headquartered in Lodi, Italy,
specializing in custom synthesis and the manufacture of active
pharmaceutical ingredients (APIs). This completes the transaction
initially announced on May 5,
2016.
The acquisition positions AMRI as one of the largest independent
developers and suppliers of API to the pharmaceutical industry, and
in particular, provides the company with an established custom
synthesis presence in key European markets.
"We are delighted to have Euticals join the AMRI family as we
create an industry leader in global contract research and
manufacturing. Euticals' API platform is a significant addition to
AMRI's capabilities, and we are excited about the future
opportunities our company will have as a result of this pivotal
acquisition," said William S. Marth,
AMRI's president and chief executive officer.
Mr. Marth added: "This significantly expands AMRI's customer
base, further diversifies our revenue streams, and moves us
significantly closer to our goal of reaching $1 billion in annual revenues by 2018. The
Euticals acquisition accelerates our company's strategy to become a
global, preeminent provider of contract research, development and
manufacturing services to the pharmaceutical industry, while at the
same time enhancing our ability to expertly serve our
customers.
"As we prepare to celebrate AMRI's 25th anniversary
this year, the closing of this transaction is a timely achievement
that I am confident will position AMRI for success over many years
to come," concluded Mr. Marth.
AMRI financed the EUR 315 million
transaction through the issuance of approximately 7.1 million
shares of AMRI common stock (valued at signing), seller notes
totaling EUR 55 million and the
remainder in cash. In connection with the acquisition, AMRI secured
$235 million in incremental
borrowings under its existing Senior Secured Revolving Credit
Facility, which bears interest at LIBOR with a floor of 1% plus 475
basis points, and repaid its $30
million revolving credit facility. AMRI intends to provide
updated 2016 financial guidance, including the impact of the
Euticals' acquisition, in early August in conjunction with the
company's second quarter financial results.
The 7.1 million shares of AMRI common stock issued in connection
with the transaction were offered and sold outside the United States to Lauro Cinquantesette
S.p.A. (Lauro 57), the sole stockholder of Euticals and an eligible
investor pursuant to Regulation S of the Securities Act of 1933, as
amended. Such shares have not been registered under the
Securities Act, or the securities laws of any other jurisdiction,
and may not be offered or sold in the
United States absent registration under or an applicable
exemption from such registration requirements. This press release
does not constitute an offer to sell, or a solicitation of an offer
to purchase, the shares in any jurisdiction in which such offer or
solicitation would be unlawful.
Nomura acted as exclusive financial advisor to AMRI in
connection with this transaction and Goodwin Procter LLP and LCA
Studio Legale acted as AMRI's legal advisors. Lincoln International
acted as sole financial advisor to Lauro 57, and Chiomenti Studio
Legale and Debevoise & Plimpton LLP acted as Lauro 57's legal
advisors.
About AMRI
Albany Molecular Research Inc. (AMRI)
is a global contract research and manufacturing organization that
has been working with the Life Sciences industry to improve patient
outcomes and the quality of life for more than two decades. With
locations in North America, Europe and Asia,
our key business segments include Discovery and Development
Services (DDS), Active Pharmaceutical Ingredients (API), and Drug
Product Manufacturing (DPM). Our DDS segment provides comprehensive
services from hit identification to IND, including expertise with
diverse chemistry, library design and synthesis, in vitro biology
and pharmacology, drug metabolism and pharmacokinetics, as well as
natural products. API supports the chemical development and cGMP
manufacture of complex API, including potent and cytotoxic
compounds, controlled substances, steroids, hormones, and sterile
API. DPM supports development through commercial scale production
of complex liquid-filled and lyophilized parenterals, sterile
suspensions and ophthalmic formulations. For more information about
AMRI, please visit our website at www.amriglobal.com or follow us
on Twitter (@amriglobal).
Forward Looking Statements
This press release includes
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws that involve risks and uncertainties. These
statements include, but are not limited to, statements regarding
the acquisition of Euticals and expectations as to its impact on
AMRI's business and strategy, including AMRI's customer base,
revenue streams and positioning as one of the largest independent
developers and suppliers of API to the pharmaceutical industry, as
well as AMRI's goal of reaching $1
billion in annual revenues by 2018. Readers should not place
undue reliance on our forward-looking statements. AMRI's actual
results may differ materially from such forward-looking statements
as a result of numerous factors, some of which AMRI may not be able
to predict and may not be within AMRI's control. Factors that could
cause such differences include, but are not limited to, the ability
of AMRI to effectively integrate the Euticals business; possible
negative impacts to the revenue expected to be received by the
Euticals business; trends in pharmaceutical and biotechnology
companies' outsourcing of manufacturing services and chemical
research and development, including softness in these markets; the
success of the sales of other products for which AMRI receives
royalties; the risk that clients may terminate or reduce demand
under any strategic or multi-year deal; AMRI's ability to enforce
its intellectual property and technology rights; AMRI's ability to
obtain financing sufficient to meet its business needs; AMRI's
ability to successfully comply with heightened FDA scrutiny on
aseptic fill/finish operations; the results of further FDA
inspections; AMRI's ability to effectively maintain compliance with
applicable FDA and DEA regulations; AMRI's ability to integrate
past or future acquisitions, and make such acquisitions
accretive to AMRI's business model, AMRI's ability to take
advantage of proprietary technology and expand the scientific tools
available to it, the ability of AMRI's strategic investments and
acquisitions to perform as expected, as well as those risks
discussed in AMRI's Annual Report on Form 10-K for the year ended
December 31, 2015 as filed with the
Securities and Exchange Commission on March
30, 2016, and AMRI's other SEC filings.
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SOURCE AMRI