ALBANY, New York, June 6, 2017 /PRNewswire/ -- Albany
Molecular Research, Inc. (NASDAQ:AMRI), a global contract research,
development and manufacturing organization working with the life
sciences industry to improve patient outcomes and quality of life
for more than 25 years, today announced it has signed a definitive
agreement to be acquired by affiliates of The Carlyle Group
("Carlyle") and GTCR LLC ("GTCR") for $21.75 per share in cash.
This represents a 42% premium to the 60-day weighted average
closing stock price leading up to April 5,
2017 (the last trading day prior to public rumors in the
press regarding a potential sale process).
The agreement was unanimously approved by AMRI's Board of
Directors which has recommended that the shareholders vote in favor
of the transaction.
William S. Marth, President and
CEO of AMRI, said, "This transaction is a strong endorsement of our
strategy. Given their deep healthcare industry expertise and
financial resources, Carlyle and GTCR are highly attractive
partners for us and offer a compelling opportunity to accelerate
our growth and enhance delivery of world-class solutions to our
customers."
"We strongly believe in AMRI's strategic direction and have been
very impressed with management's ability to transform the business
into a trusted partner for the biopharma industry," said
Dean Mihas, Managing Director and
head of the Healthcare group for GTCR. "We believe AMRI is
uniquely positioned to capitalize on an increased trend for
outsourcing of pharmaceutical products and services and look
forward to partnering with the AMRI team to achieve its strategic
objectives and drive value for all of AMRI's stakeholders."
Commenting on the transaction, Stephen
H. Wise, Managing Director and Global Head of Healthcare for
Carlyle, said, "AMRI has a strong track record of delivering
world-class solutions to the global biopharmaceutical industry, and
we are excited to help the Company create long-term value through
targeted growth and superior customer service. We see great
potential and talent within the organization, and are eager to
partner with AMRI to strengthen and build upon its existing set of
products and services."
Closing of the transaction is subject to customary closing
conditions, including, among others, the affirmative vote in favor
of the transaction by holders of a majority of AMRI's outstanding
common stock and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and similar
laws outside the U.S. It is anticipated that the special meeting of
AMRI's stockholders to vote on the transaction will be held
in the third quarter of 2017, and, if the transaction is
approved, the merger would be expected to close shortly
thereafter.
The transaction will be financed through a combination of debt
and equity financing. Carlyle and GTCR have received debt financing
commitments to finance the transaction. There is no financing
condition to the obligations of the equity sponsors to consummate
the transaction. Equity capital for Carlyle's investment will come
from Carlyle Partners VI, L.P., a $13
billion buyout fund, and equity capital for GTCR's
investment will come from GTCR Fund XI, a buyout fund with
$3.85 billion of limited partner
capital commitments.
Credit Suisse Securities (USA)
LLC is acting as exclusive financial advisor to AMRI and provided a
fairness opinion to a special committee of the Board of Directors
of AMRI. Goodwin Procter LLP is acting as legal advisor to AMRI in
connection with the transaction. Latham & Watkins LLP is acting
as legal advisor and Barclays and Morgan Stanley & Co. LLC are
acting as financial advisors to Carlyle in connection with the
transaction. Kirkland & Ellis LLP is acting as legal advisor
and RBC Capital Markets LLC is acting as financial advisor to GTCR
in connection with the transaction.
Additional Information about the Proposed Transaction and
Where to Find It
AMRI plans to file with the U.S. Securities and Exchange
Commission ("SEC") and furnish its stockholders with a proxy
statement in connection with the proposed transaction with Carlyle
and GTCR and security holders of AMRI are urged to read the proxy
statement and the other relevant materials when they become
available because such materials will contain important information
about AMRI, Carlyle and GTCR and their respective affiliates and
the proposed transaction. The proxy statement and other relevant
materials (when they become available), and any and all other
documents filed by AMRI with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov.
In addition, investors may obtain a free copy of AMRI's filings
from AMRI's website at http://ir.amriglobal.com/ or by directing a
request to: Albany Molecular Research, Inc., 26 Corporate Circle,
Albany, New York 12203, attn:
investorinfo@amriglobal.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION.
Participants in the Solicitation
AMRI and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the security
holders of AMRI in connection with the proposed transaction.
Information about those directors and executive officers of AMRI,
including their ownership of AMRI securities, is set forth in the
proxy statement for AMRI's 2017 Annual Meeting of Stockholders,
which was filed with the SEC on April 19,
2017, as supplemented by other AMRI filings with the SEC.
Investors and security holders may obtain additional information
regarding the direct and indirect interests of AMRI and its
directors and executive officers in the proposed transaction by
reading the proxy statement and other public filings referred to
above.
Forward-looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, [potential opportunities to accelerate AMRI's growth and
enhance its delivery of world-class solutions to its customers;
AMRI's position to capitalize on an increased trend for outsourcing
of pharmaceutical products and services; the expected impact of
this transaction on AMRI's financial and operating results and
business, the operation and management of AMRI after the
acquisition, the anticipated funding for the transaction, and the
timing of the closing of the acquisition]. The words
"anticipates", "believes", "expects", "may", "plans", "predicts",
"will", "potential", "goal" and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Readers
should not place undue reliance on these 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, (i) the risk that the proposed merger may not be
completed in a timely manner, or at all, which may adversely affect
AMRI's business and the price of its common stock, (ii) the failure
to satisfy all of the closing conditions of the proposed merger,
including the adoption of the Merger Agreement by AMRI's
stockholders and the receipt of certain governmental and regulatory
approvals in the U.S. and in foreign jurisdictions, (iii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, (iv) the
effect of the announcement or pendency of the proposed merger on
AMRI's business, operating results, and relationships with
customers, suppliers, competitors and others, (v) risks that the
proposed merger may disrupt AMRI's current plans and business
operations, (vi) potential difficulties retaining employees as a
result of the proposed merger, (vii) risks related to the diverting
of management's attention from AMRI's ongoing business operations,
and (viii) the outcome of any legal proceedings that may be
instituted against AMRI related to the Merger Agreement or the
proposed merger. In addition, AMRI's actual performance and results
may differ materially from those currently anticipated due to a
number of risks including, without limitation: changes in
customers' spending and demand and the trends in pharmaceutical and
biotechnology companies' outsourcing of manufacturing services and
research and development; AMRI's ability to provide quality and
timely services and to compete with other companies providing
similar services; AMRI's ability to comply with strict regulatory
requirements; AMRI's ability to successfully integrate past and
future acquisitions and to realize the expected benefits of each;
disruptions in AMRI's ability to source raw materials; a change in
the AMRI's relationships with its largest customers; AMRI's ability
to service its indebtedness; AMRI's ability to protect its
technology and proprietary information and the confidential
information of its customers; AMRI's ability to develop products of
commercial value under its collaboration arrangements; the risk of
patent infringement and other litigation; as well as those risks
discussed in AMRI's Annual Report on Form 10-K for the year ended
December 31, 2016 as filed with the
Securities and Exchange Commission (SEC) on March 16, 2017, subsequent Quarterly Reports
filed with the SEC and AMRI's other SEC filings. Numerous factors,
including those noted above, may cause actual results to differ
materially from current expectations. AMRI expressly disclaims any
current intention or obligation to update any forward-looking
statement in this press release to reflect future events or changes
in facts affecting the forward-looking statements contained in this
press release.
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), Drug Product (DP), and
Fine Chemicals (FC). For more information about AMRI, please visit
our website at www.amriglobal.com or follow us on Twitter
(@amriglobal).
About The Carlyle Group
The Carlyle Group (NASDAQ:CG) is a global alternative asset
manager with $162 billion of assets
under management across 287 investment vehicles as of
March 31, 2017. Carlyle's purpose is to invest wisely and
create value on behalf of its investors, many of whom are public
pensions. Carlyle invests across four segments – Corporate Private
Equity, Real Assets, Global Market Strategies and Investment
Solutions – in Africa,
Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in
various industries, including: aerospace, defense &
government services, consumer & retail, energy, financial
services, healthcare, industrial, real estate,
technology & business services,
telecommunications & media and transportation. The Carlyle
Group employs more than 1,550 people in 31 offices across six
continents.
About GTCR
Founded in 1980, GTCR is a leading private equity firm focused
on investing in growth companies in the Financial Services &
Technology, Healthcare, Technology, Media & Telecommunications
and Growth Business Services industries. The Chicago-based firm pioneered The Leaders
Strategy™ - finding and partnering with management leaders in core
domains to identify, acquire and build market-leading companies
through transformational acquisitions and organic growth. Since its
inception, GTCR has invested more than $12
billion in over 200 companies. For more information, please
visit www.gtcr.com.