ALBANY, N.Y., June 29, 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 the early termination of
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR"), in connection with
the proposed acquisition of AMRI by affiliates of The Carlyle Group
("Carlyle") and GTCR LLC ("GTCR").
As previously announced, on June 5,
2017, AMRI entered into a definitive agreement to be
acquired by Carlyle and GTCR for $21.75 per share in cash. The early termination
of the HSR waiting period satisfies one of the conditions to the
proposed acquisition. Closing of the transaction remains subject to
other closing conditions, including the affirmative vote in favor
of the transaction by holders of a majority of AMRI's outstanding
common stock and other customary closing conditions, including
certain regulatory approvals in foreign jurisdictions. 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.
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, statements regarding the expected timing of the proposed
merger. 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 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
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
AMRI, a global contract research and manufacturing organization,
partners with the pharmaceutical and biotechnology industries to
improve patient outcomes and quality of life. With locations in
North America, Europe and Asia, AMRI's team combines scientific
expertise and market-leading technology to provide a complete suite
of solutions in Discovery, Development, Analytical and Solid State
Services, API Manufacturing and Drug Product. For more information
about AMRI, visit www.amriglobal.com.
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SOURCE AMRI