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

 

Check the appropriate box:

Albany Molecular Research, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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26 Corporate Circle
Albany, New York 12203

July 14, 2017

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Albany Molecular Research, Inc., a Delaware corporation (“AMRI”), which we will hold at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA, 02210 on August 18, 2017, at 9:00AM, local time.

At the special meeting, holders of our common stock will be asked to consider and vote on a proposal to adopt an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of June 5, 2017, by and among AMRI, UIC Parent Corporation, a Delaware corporation (“Parent”), and UIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub were formed by affiliates of The Carlyle Group (“Carlyle”) and affiliates of GTCR LLC (“GTCR”) to facilitate the participation of investment funds advised by Carlyle and GTCR in the transaction. As a result of the merger, AMRI will become a wholly-owned subsidiary of Parent, and each share of AMRI common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Parent, Merger Sub or AMRI, and shares held by stockholders who have perfected their statutory rights of appraisal under the Delaware General Corporation Law), will be converted into the right to receive $21.75 in cash, without interest and less applicable withholding taxes.

Our board of directors has unanimously approved the merger agreement and determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AMRI and its stockholders. The board unanimously recommends that stockholders vote “FOR” the proposal to adopt the merger agreement and approve the transactions contemplated thereby and the related proposals described in the enclosed proxy statement.

The proxy statement describes the merger agreement, the merger, and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about AMRI from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement carefully, including the annexes, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important.   The merger cannot be completed unless holders of a majority of the outstanding shares of our common stock vote in favor of the adoption of the merger agreement. Whether or not you plan to attend the special meeting, we ask you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the proxy statement. If you hold your shares in “street name,” you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

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If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, The Proxy Advisory Group, LLC, at:

The Proxy Advisory Group, LLC
18 East 41 ^st Street, Suite 2000, New York, NY 10017-6219
Stockholders Call Toll-Free: 888.337.7699

Thank you for your continued support.

Very truly yours,
 

William S. Marth
President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated July 14, 2017 and is first being mailed to stockholders on or about July 18, 2017.

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ALBANY MOLECULAR RESEARCH, INC.
26 Corporate Circle
Albany, New York 12203

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		Page
SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			16
THE COMPANIES			16
Albany Molecular Research, Inc.			16
UIC Parent Corporation and UIC Merger Sub, Inc.			17
Affiliates of The Carlyle Group			17
Affiliates of GTCR LLC			17
THE SPECIAL MEETING			17
Date, Time, and Place of the Special Meeting			17
Purpose of the Special Meeting			17
Record Date and Quorum			18
Required Vote			18
Voting by AMRI’s Directors and Executive Officers			18
Voting; Proxies; Revocation			18
Adjournments and Postponements			20
Solicitation of Proxies			20
Stockholder List			20
Other Information			21
Questions and Assistance			21
THE MERGER (PROPOSAL 1)			22
General			22
Background of the Merger			22
Reasons for the Merger			43
Recommendation of AMRI’s Board of Directors			47
Opinion of the Special Committee’s Financial Advisor			47
Projected Financial Information			53
Financing			54
Limited Guarantees			56
Interests of AMRI’s Directors and Executive Officers in the Merger			57
Material U.S. Federal Income Tax Consequences of the Merger			62
Regulatory Approvals			65
THE MERGER AGREEMENT			66
The Merger			66
Effect of the Merger on Capital Stock			66
Treatment of Company Equity Awards			66
Treatment of AMRI’s ESPP			67
Payment for the Common Stock and Equity Awards in the Merger			67

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		Page
Representations and Warranties			68
Conduct of Business Pending the Merger			71
Other Covenants and Agreements			73
Conditions to the Merger			80
Termination			81
Termination Fees			82
Reimbursement of Expenses			83
Specific Performance			83
Amendments; Waiver			84
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER SPECIFIED COMPENSATION (PROPOSAL 2)			85
VOTE ON ADJOURNMENT (PROPOSAL 3)			85
MARKET PRICE OF AMRI’S COMMON STOCK			86
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			86
APPRAISAL RIGHTS			89
Filing Written Demand			90
Notice by the Surviving Corporation			91
Filing a Petition for Appraisal			91
Determination of Fair Value			92
MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS			93
FUTURE STOCKHOLDER PROPOSALS			93
WHERE YOU CAN FIND ADDITIONAL INFORMATION			94
ANNEX A: The Merger Agreement
ANNEX B: Opinion of the Special Committee’s Financial Advisor
ANNEX C: Section 262 of the Delaware General Corporation Law

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SUMMARY

This summary discusses the material information contained in this proxy statement, including with respect to the merger agreement, the merger and the other agreements entered into in connection with the merger of UIC Merger Sub, Inc. with and into Albany Molecular Research, Inc., which we refer to as the “merger”. We encourage you to read carefully this entire proxy statement, its annexes, and the documents referred to in this proxy statement, as this summary may not contain all of the information that may be important to you. The items in this summary include page references directing you to a more complete description of that topic in this proxy statement.

In this proxy statement, the terms “we,” “us,” “our,” the “Company,” and “AMRI” refer to Albany Molecular Research, Inc., the term “Parent” refers to UIC Parent Corporation, the term “Merger Sub” refers to UIC Merger Sub, Inc., the term “merger agreement” refers to the Agreement and Plan of Merger, dated as of June 5, 2017 by and among AMRI, Parent, and Merger Sub, and the term “common stock” refers to the common stock, par value of $0.01 per share, of AMRI.

The Companies (Page 16 )

Albany Molecular Research, Inc.

AMRI is a Delaware corporation that is a leading global contract research and manufacturing organization providing customers fully integrated drug discovery, development, and manufacturing services. We supply a broad range of services and technologies supporting the discovery and development of pharmaceutical products, the manufacture of Active Pharmaceutical Ingredients and fine chemicals, the development and manufacture of drug product for new and generic drugs, as well as research, development, and manufacturing for the agrochemical and other industries. In addition, we offer analytical and testing services to the medical device and personal care industry. With locations in the United States, Europe, and Asia, we maintain geographic proximity to our customers and flexible cost models. Our principal executive offices are located at 26 Corporate Circle, Albany, New York 12203, and our telephone number at that address is (518) 512-2000. Our website address is www.amriglobal.com . The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

UIC Parent Corporation and UIC Merger Sub, Inc.

Parent is a Delaware corporation and Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. Parent and Merger Sub were formed by GTCR to facilitate the participation of Carlyle and GTCR in the transaction. The address for Parent and Merger Sub is 300 North LaSalle St., Suite 5600, Chicago, Illinois 60654.

Affiliates of The Carlyle Group

Founded in 1987, Carlyle is a global alternative asset manager and one of the world’s largest global private equity firms with approximately $158 billion of assets under management across 281 investment vehicles as of December 31, 2016. Carlyle invests across four segments — Corporate Private Equity, Real Assets, Global Market Strategies and 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, industrials & transportation, technology & business services and telecommunications & media. Carlyle employs more than 1,600 employees, including more than 650 investment professionals, in 35 offices across six continents.

Affiliates of GTCR LLC

Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the financial services and technology, healthcare, technology, media and telecommunications and growth business services industries. The Chicago-based firm pioneered The Leaders Strategy ^TM  — 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.

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The Special Meeting (Page 17 )

The special meeting of stockholders will be held at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA, 02210 on August 18, 2017 at 9:00AM, local time. At the special meeting, you will be asked to consider and vote upon:

We are not currently aware of any other business to come before the special meeting.

Record Date and Quorum (Page 18 )

The holders of record of our common stock as of the close of business on July 10, 2017 (the record date for determination of stockholders entitled to notice of and to vote at the special meeting), are entitled to receive notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. All holders of our common stock shall vote together as a single class, and each stockholder is entitled to one vote for each share of common stock held on the record date. As of the record date, there were 43,012,240 shares of common stock outstanding and entitled to vote at the special meeting. The presence at the special meeting, in person or by proxy, of the holders of at least a majority of all outstanding shares of common stock on the record date will constitute a quorum, permitting AMRI to conduct its business at the special meeting.

Voting and Proxies (Page 18 )

Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, via the Internet, by returning the enclosed proxy card by mail, or by voting in person at the special meeting. If you intend to submit your proxy by telephone or via the Internet, you must do so no later than the date and time indicated on the applicable proxy card. Even if you plan to attend the special meeting, if you hold shares of common stock in your own name as the stockholder of record, please vote your shares by completing, signing, dating, and returning the enclosed proxy card or by using the telephone number printed on your proxy card or by using the Internet voting instructions printed on your proxy card.

If you give your proxy, but do not indicate how you wish to vote, your shares will be voted “ FOR ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby, “ FOR ” the proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to our named executive officers in connection with the merger, and “ FOR ” the adjournment proposal.

If your shares of common stock are held in “street name,” you should instruct your broker, bank, trust or other nominee on how to vote such shares of common stock using the instructions provided by your broker, bank, trust or other nominee. If you fail to provide your nominee with instructions on how to vote your shares of common stock, your nominee will not be able to vote such shares at the special meeting. If your shares of common stock are held in “street name,” you must obtain a legal proxy from such nominee in order to vote in person at the special meeting.

Required Vote (Page 18 )

For AMRI to complete the merger, stockholders holding at least a majority of the shares of common stock outstanding at the close of business on the record date must vote “ FOR ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby. A failure to vote your shares of common stock, an abstention or broker non-vote will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby.

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Approval of each of the advisory (non-binding) proposal on specified compensation which may become payable to AMRI’s named executive officers in connection with the merger and the adjournment proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on such proposal at the special meeting. Under our bylaws, abstentions will have the same effect as a vote “ AGAINST ” the advisory (non-binding) proposal on specified compensation and the adjournment proposal. Broker non-votes will have no effect on the voting results for these proposals.

Revocation of Proxies (Page 20 )

A stockholder of record may revoke his or her proxy at any time before the vote is taken at the special meeting by:

Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy.

If you hold your shares in “street name” through a broker, bank, trust or other nominee, you will need to follow the instructions provided to you by your broker, bank, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

The Merger (Page 22 )

The merger agreement provides that, subject to the satisfaction or waiver of the conditions in the merger agreement, Merger Sub will merge with and into AMRI. AMRI will be the surviving corporation (which we refer to as the “surviving corporation”) in the merger and will continue as a wholly-owned subsidiary of Parent.

If the merger is completed, at the effective time of the merger (which we refer to as the “effective time”), each outstanding share of common stock (other than shares owned by Parent, Merger Sub or AMRI, and shares held by stockholders who have perfected their statutory rights of appraisal under the Delaware General Corporation Law (which we refer to as the “DGCL”)) will be automatically converted into the right to receive $21.75 in cash, without interest and less applicable withholding taxes. We refer to this amount as the “merger consideration.”

Upon completion of the merger, shares of AMRI common stock will no longer be listed on any stock exchange or quotation system. You will not own any shares of the surviving corporation. The merger agreement is attached as Annex A to this proxy statement. Please read it carefully .

Recommendation of the Board and Reasons for the Merger (Page 43 )

Our board of directors has unanimously approved the merger agreement and determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AMRI and its stockholders. The board unanimously recommends that stockholders vote “FOR” the proposal to adopt the merger agreement and approve the transactions contemplated thereby. The board further unanimously recommends that stockholders vote “FOR” the advisory (non-binding) proposal to approve specified compensation that may become payable to our named executive officers in connection with the merger, and “FOR” the adjournment proposal.

For the factors considered by our board in reaching its decision to approve the merger agreement, see “ The Merger (Proposal 1) — Reasons for the Merger ” beginning on page 43 of this proxy statement.

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Opinion of the Special Committee’s Financial Advisor (Page 47 and Annex B )

On June 5, 2017, Credit Suisse Securities (USA) LLC (which is referred to as Credit Suisse) rendered its oral opinion to a special committee of the board (which we refer to as the “Special Committee”) (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as of June 5, 2017, as to the fairness, from a financial point of view, to the holders of AMRI common stock of the per share merger consideration to be received by such holders in the merger pursuant to the merger agreement.

Credit Suisse’s opinion was directed to the Special Committee, and only addressed the fairness, from a financial point of view, to the holders of AMRI common stock of the per share merger consideration to be received by such holders in the merger and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications, and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matter relating to the merger.

Conditions to the Merger (Page 80 )

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

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The obligation of AMRI to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

Treatment of Company Equity Awards (Page 66 )

AMRI Stock Options .  Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time will be automatically converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) the excess, if any, of $21.75 over the per share exercise price of such AMRI stock option and (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time. However, if the exercise price of an AMRI stock option is equal to or greater than $21.75, then such AMRI stock option will be cancelled and terminated at the effective time without any cash payment being made in respect of such AMRI stock option. The cancellation of an AMRI stock option shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such AMRI stock option.

Restricted Stock.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding share of AMRI restricted stock will become fully vested and the restrictions with respect thereto shall lapse and each such share shall be converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to $21.75 and shall be treated in the same manner as the other shares of AMRI common stock.

Restricted Stock Unit Awards .  Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding AMRI restricted stock unit that is not subject to performance-based vesting, or RSU, whether or not fully vested, will be automatically cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the number of shares of AMRI common stock subject to such RSU.

Performance-Based Restricted Stock Unit Awards.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, the performance-based conditions to which each outstanding AMRI performance-based restricted stock unit, or PSU, is subject will be deemed fully earned at the greater of (i) 100% of target performance or (ii) actual performance measured as of the effective time, and to the extent earned, each PSU will be converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the resulting number of shares of AMRI common stock deemed earned pursuant to such PSU.

Phantom Stock Awards .  Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding AMRI phantom stock award will be converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the number of shares of AMRI common stock subject to such AMRI phantom stock award.

Treatment of AMRI’s ESPP (Page 67 )

The current offering period under AMRI’s 1998 Employee Stock Purchase Plan (the “ESPP”) ended on June 30, 2017, and pursuant to the merger agreement, such offering period was the last permissible offering period under the ESPP. Following the date of the merger agreement, no new participants may join the ESPP nor may any existing participants increase their rates of contribution or purchase elections from those in effect on the date of the merger agreement. Following the offering period which ended on June 30, 2017, there will be no subsequent offering periods under the ESPP, and the ESPP will be terminated on the date immediately prior to the date on which the effective time occurs, subject to completion of the merger.

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Interests of AMRI’s Directors and Executive Officers in the Merger (Page 57 )

In considering the recommendation of our board with respect to the merger agreement, you should be aware that some of AMRI’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of AMRI stockholders generally. Interests of our directors and executive officers that may be different from or in addition to the interests of AMRI stockholders include:

These interests are discussed in more detail in the section entitled “ The Merger (Proposal 1) — Interests of AMRI’s Directors and Executive Officers in the Merger ” beginning on page 57 . The board was aware of the different or additional interests set forth in this proxy statement and considered such interests along with other matters in approving the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Financing (Page 54 )

AMRI and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.955 billion. Parent expects this amount to be funded through a combination of the following:

The completion of the merger is not subject to any financing condition, although funding of the debt and equity financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided.

Limited Guarantees (Page 56 )

The Investors/Guarantors have executed limited guarantees in favor of AMRI to guarantee, on a several basis, Parent’s obligations to pay any termination fee to AMRI under the merger agreement and certain other expense and indemnification obligations under the merger agreement.

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Acquisition Proposal; Unsolicited Proposals (Page 73 )

From the date of the merger agreement until the effective time or the termination of the merger agreement, AMRI and its subsidiaries are not permitted to:

Following the date of the merger agreement until the date the stockholders approve the merger, (i) if AMRI receives a bona fide written acquisition proposal from a third party, (ii) such acquisition proposal did not result from a material breach of the merger agreement, and (iii) the board or the Special Committee determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that such acquisition proposal constitutes, or could reasonably be expected to result in, a “superior proposal” to the merger, then, if, but only if, the board or Special Committee determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that the failure to take such actions would be reasonably likely to be inconsistent with fiduciary duties under applicable laws, AMRI, after entering into a confidentiality agreement with the third party, may (a) furnish information and data with respect to AMRI and its subsidiaries and provide the third party access to the business, properties, assets, and personnel of AMRI and its subsidiaries and (b) enter into, maintain, and participate in negotiations or discussions with the third party regarding the acquisition proposal or otherwise cooperate with or assist or participate in, or facilitate any discussions or negotiations with the third party. AMRI may not provide any non-public information other than pursuant to a confidentiality agreement and will provide written notice to Parent promptly (and at least within 24 hours) including written notice of the determination by the board or the Special Committee, a copy of the confidentiality agreement entered into between AMRI and the third party, and any material non-public information concerning AMRI or its subsidiaries provided to the third party which was not previously provided to Parent. Additionally AMRI will not, and will not permit its subsidiaries, to enter into any confidentiality or other agreements with a person that could limit or delay the ability of AMRI or its subsidiaries to provide any information to Parent pursuant to the terms of the merger agreement. After the receipt of an acquisition proposal, AMRI may contact the third party to clarify or understand the terms of the acquisition proposal in order to determine if the acquisition proposal constitutes a superior proposal and may direct a person to the merger agreement. AMRI shall not, and shall cause its subsidiaries and their representatives to not, provide any commercially sensitive non-public information to a competitor unless consistent with past practice regarding dealing with disclosures for acquisition proposals previously and with limitations no less restrictive than those placed on Parent or Merger Sub in connection with the merger.

Following the date of the merger agreement, AMRI shall notify Parent promptly (and at least within 24 hours) of AMRI’s receipt of any acquisition proposal or inquiries with respect to, or that would reasonably be expected to lead to, an acquisition proposal, any request for non-public information that would reasonably be expected to lead to an acquisition proposal or any request for discussions or negotiations with AMRI, its subsidiaries or representatives that would reasonably be expected to lead to an acquisition proposal from a bona fide potential purchaser of AMRI or any of its subsidiaries, which notification shall include a copy of the applicable written acquisition proposal or other such proposal or offer (or, if oral, the material terms and conditions of such acquisition proposal or proposal or offer) and the identity of the third party making such acquisition proposal or inquiry. AMRI shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such acquisition proposal or inquiry, and the material terms and conditions thereof in the case of any acquisition

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proposal or other such proposal or offer (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its representatives) making such acquisition proposal or other such proposal or offer and AMRI (or its representatives) within 24 hours after receipt thereof.

Intervening Event (Page 73 )

Following the date of the merger agreement until the date the stockholders approve the merger, our board may make a change in its recommendation to AMRI stockholders with respect to the adoption of the merger agreement due to any fact, event, change, development or circumstance not known or reasonably foreseeable to our board that is not related to an acquisition proposal (such fact, event, change, development or circumstance we refer to as an “intervening event”). In the case of an intervening event, no recommendation change may be made (i) until after the fourth business day following written notice from AMRI advising Parent that our board or any committee of our board intends to take such an action and specifying the material facts underlying such determination that an intervening event has occurred and the reason for the adverse recommendation change, (ii) unless during such four business day period, AMRI shall negotiate with Parent to amend the merger agreement, limited guarantee, equity commitment letter, and debt commitment letter in such a manner that permits AMRI to maintain the AMRI recommendation and not make an adverse recommendation change, and (iii) unless, by the expiration of such four business day period, our board or any committee of our board determines that the failure to effect an adverse recommendation change would be reasonably likely to be inconsistent with fiduciary duties under applicable law.

Termination (Page 81 )

AMRI and Parent may terminate the merger agreement by mutual written consent at any time before the effective time. In addition, either AMRI or Parent may terminate the merger agreement if:

AMRI may also terminate the merger agreement:

Parent may also terminate the merger agreement:

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Termination Fees (Page 82 )

AMRI will be required to pay a termination fee of $35 million in cash to Parent upon the termination of the merger agreement pursuant to (1) AMRI’s entry into an alternative acquisition agreement (including with respect to a superior proposal); (2) AMRI’s willful and material breach or failure to perform any of its representations, warranties, covenants, or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition and such breach has not been timely cured upon reaching December 5, 2017 (the “end date”); (3) AMRI’s board making an “adverse recommendation change”; (4) the failure of the board of AMRI to include a recommendation for approval of the merger agreement in its proxy statement for the special meeting of AMRI stockholders; (5) if following a publicly announced acquisition proposal by a third party, AMRI’s board fails to publicy reaffirm its recommendation; (6) material breach by AMRI of its obligations under the no-shop/no-solicitation provision of the merger agreement (other than any materially cured breaches); or (7) failure to receive AMRI stockholder approval, or a breach by AMRI of any of its representations, warranties, covenants, or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition and such breach has not been timely cured upon reaching the end date, and (in the case of (7)), (i) an acquisition proposal is made to the AMRI stockholders generally or is publicly disclosed, in each case before receipt of the AMRI stockholder approval and not withdrawn and (ii) within 12 months after the date of termination, AMRI enters into a definitive acquisition agreement with respect to such acquisition proposal that is subsequently consummated (as further described in the section entitled “ The Merger Agreement — Termination Fees ”).

Parent will be required to pay to AMRI a reverse termination fee of $70 million in cash in the event that AMRI has terminated the merger agreement due to (1) the willful and material breach or failure by Parent or Merger Sub to perform any of its representations, warranties, covenants, or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition and such breach has not been timely cured; or (2) the merger not being completed within three business days following the date the closing should have occurred pursuant to the merger agreement, and at the time of such termination, all conditions to Parent’s obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied and AMRI is ready, willing, and able to complete the merger on such date.

Reimbursement of Expenses (Page 83 )

In the event that AMRI fails to pay its termination fee as required under the merger agreement, and Parent or Merger Sub commences a suit which results in a final, non-appealable judgment against AMRI for its termination fee, AMRI will be required to reimburse Parent and Merger Sub for all reasonable out-of-pocket expenses incurred by Parent and Merger Sub in connection with the suit.

In the event that the Parent fails to pay its termination fee as required under the merger agreement, and AMRI commences a suit which results in a final, non-appealable judgment against Parent for its termination fee, Parent will be required to reimburse AMRI for all reasonable out-of-pocket expenses incurred by AMRI in connection with the suit.

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Parent is required to reimburse AMRI for all reasonable out-of-pocket expenses incurred by AMRI, or any of its subsidiaries or representatives in connection with their (1) cooperation in providing certain information at the request of Parent in connection with the debt financing, and (2) actions taken upon the written request of Parent with respect to AMRI’s note hedge instruments and warrants.

Regulatory Approvals (Page 65 )

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice (which we refer to as the “Antitrust Division”) and the Federal Trade Commission (which we refer to as the “FTC”) and all statutory waiting period requirements have been satisfied. On June 26, 2017, the FTC granted early termination of the waiting period under the HSR Act applicable to the merger. The merger is also conditioned on the expiration or termination of any applicable waiting period (and any extension thereof) or receipt of any necessary approval or clearance required by the European Commission of the European Union and the Israeli Antitrust Authority.

Material U.S. Federal Income Tax Consequences of the Merger (Page 62 )

If you are a U.S. holder (as defined below), the receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local, or foreign income and other tax laws).

Appraisal Rights (Page 89 and Annex C)

Under Delaware law, holders of our common stock who do not vote in favor of the adoption of the merger agreement, who properly demand appraisal of their shares of common stock and who otherwise comply with the requirements of Section 262 of the DGCL will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of common stock in lieu of receiving the merger consideration if the merger is completed, but only if they comply with all applicable requirements of the DGCL. This value could be more than, the same as, or less than the merger consideration. Any holder of common stock intending to exercise appraisal rights must deliver a written demand for appraisal to us prior to the vote on the proposal to adopt the merger agreement and approve the transactions contemplated thereby, not vote in favor of the proposal to adopt the merger agreement and approve the transactions contemplated thereby, and otherwise strictly comply with all of the procedures required by Delaware law. The relevant provisions of the DGCL are included as Annex C to this proxy statement. Please read these provisions carefully . Failure to strictly comply with these provisions will result in loss of the right of appraisal.

Completion of the Merger (Page 66 )

We anticipate completing the merger no later than the end of the third calendar quarter of 2017. We cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, AMRI stockholders must adopt the merger agreement and approve the transactions contemplated thereby at the special meeting and the other closing conditions under the merger agreement, including receipt of required regulatory approvals, must be satisfied or, to the extent legally permitted, waived.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as an AMRI stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents referred to in this proxy statement.

We are not currently aware of any other business to come before the special meeting.

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As of July 10, 2017, the record date for the special meeting, there were 43,012,240 shares of our common stock outstanding and entitled to vote at the special meeting.

If you submit a proxy but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares will be counted for purposes of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank, trust or other nominee and you do not tell the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

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If you hold your shares in “street name” through a broker, bank, trust or other nominee, you should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct your nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “ AGAINST ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby.

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The record date for stockholders entitled to vote at the special meeting is earlier than the special meeting date and the closing of the merger. So, if you transfer your shares of common stock after the record date but before the closing of the merger, you will have transferred your right to receive the merger consideration in the merger, but retained the right to vote at the special meeting. Additionally, if you transfer your shares of common stock after the record date but before the special meeting, you will have transferred your right to receive the merger consideration in the merger but, unless special arrangements are made, retained the right to vote at the special meeting.

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The Proxy Advisory Group, LLC
18 East 41 ^st Street, Suite 2000, New York, NY 10017-6219
Stockholders Call Toll-Free: 888.337.7699

If a broker, bank, trust or other nominee holds your shares, you should also call your broker, bank, trust or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the expected timetable for completing the transaction; beliefs and expectations of AMRI, GTCR, and Carlyle about the proposed acquisition of AMRI and their respective long-term vision for AMRI; expectations regarding the management, corporate structure, projected results, and strategy of AMRI following the closing of the transaction; the expected impact of this transaction on AMRI’s employees, customers, financial and operating results, and business; 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 result in the payment of a termination fee by AMRI and 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 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 proxy statement to reflect future events or changes in facts affecting the forward-looking statements contained in this proxy statement.

THE COMPANIES

Albany Molecular Research, Inc.

AMRI is a Delaware corporation that is a leading global contract research and manufacturing organization providing customers fully integrated drug discovery, development, and manufacturing services. We supply a broad range of services and technologies supporting the discovery and development of pharmaceutical products, the manufacture of Active Pharmaceutical Ingredients and fine chemicals, the development and manufacture of drug product for new and generic drugs, as well as research, development, and manufacturing for the agrochemical and other industries. In addition, we offer analytical and testing services to the medical device and personal care industry. With locations in the United States, Europe, and Asia, we maintain geographic proximity to our customers and flexible cost models.

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A detailed description of AMRI’s business is contained in AMRI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. See “ Item 1 — Business. ”

Our principal executive offices are located at 26 Corporate Circle, Albany, New York 12203, and our telephone number at that address is (518) 512-2000. Our website address is www.amriglobal.com . The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

UIC Parent Corporation and UIC Merger Sub, Inc.

Parent is a Delaware corporation and Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. Parent and Merger Sub were formed by GTCR to facilitate the participation of Carlyle and GTCR in the transaction. The address for Parent and Merger Sub is 300 North LaSalle St., Suite 5600, Chicago, Illinois 60654.

Affiliates of The Carlyle Group

Founded in 1987, Carlyle is a global alternative asset manager and one of the world’s largest global private equity firms with approximately $158 billion of assets under management across 281 investment vehicles as of December 31, 2016. Carlyle invests across four segments — Corporate Private Equity, Real Assets, Global Market Strategies and 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, industrials & transportation, technology & business services and telecommunications & media. Carlyle employs more than 1,600 employees, including more than 650 investment professionals, in 35 offices across six continents.

Affiliates of GTCR LLC

Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the financial services and technology, healthcare, technology, media and telecommunications and growth business services industries. The Chicago-based firm pioneered The Leaders Strategy ^TM  — 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.

THE SPECIAL MEETING

Date, Time, and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA, 02210 on August 18, 2017 at 9:00AM, local time, or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our stockholders on or about July 18, 2017.

Purpose of the Special Meeting

The purpose of the special meeting is for our stockholders to consider and vote upon the proposal to adopt the merger agreement and approve the transactions contemplated thereby. AMRI stockholders must adopt the merger agreement and approve the transactions contemplated thereby for the merger to be completed. A copy of the merger agreement is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under “ The Merger Agreement. ” AMRI stockholders are also being asked to approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement and approve the transactions contemplated thereby.

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In addition, in accordance with Section 14A of the Exchange Act, we are providing stockholders with the opportunity to cast an advisory (non-binding) vote on specified compensation that may be payable to AMRI’s named executive officers in connection with the merger, the value of which is disclosed in the table in the section of the proxy statement entitled “ The Merger (Proposal 1) — Interests of AMRI’s Directors and Executive Officers in the Merger — “Golden Parachute” Compensation for AMRI’s Named Executive Officers .” The vote on specified compensation that may become payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement and approve the transactions contemplated thereby. Accordingly, a stockholder may vote to approve the adoption of the merger agreement and vote not to approve the specified compensation and vice versa. Because the compensation vote is advisory in nature only, it will not be binding on either AMRI or Parent. Accordingly, because AMRI is contractually obligated to pay the specified compensation, such compensation will be payable, subject only to the conditions applicable to such payment, if the merger is completed and regardless of the outcome of the advisory vote.

Record Date and Quorum

The holders of record of our common stock as of the close of business on July 10, 2017, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. All holders of our common stock will vote together as a single class, and each stockholder is entitled to one vote for each share of common stock held on the record date. On the record date, 43,012,240 shares of common stock were outstanding and entitled to vote at the special meeting.

The presence at the special meeting, in person or by proxy, of the holders of a majority of shares of common stock outstanding on the record date will constitute a quorum, permitting AMRI to conduct its business at the special meeting. Treasury shares, which are shares owned by AMRI itself, are not voted and do not count for this purpose. Proxies received but not marked or marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. Because all proposals for the special meeting are non-routine and non-discretionary, AMRI does not anticipate any broker non-votes in connection with the special meeting. See “—  Voting; Proxies; Revocation — Submitting a Proxy or Providing Voting Instructions — Shares Held in “Street Name” ” below.

Required Vote

For AMRI to complete the merger, under Delaware law, stockholders holding at least a majority of the shares of common stock outstanding at the close of business on the record date must vote “ FOR ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby. A failure to vote your shares of common stock, an abstention or broker non-vote will have the same effect as a vote “ AGAINST ” the proposal to adopt the merger agreement and approve the transactions contemplated thereby.

Approval of each of the advisory (non-binding) proposal on specified compensation which may become payable to AMRI’s named executive officers in connection with the merger and the adjournment proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on such proposal at the special meeting. Under our bylaws, abstentions will have the same effect as a vote “ AGAINST ” the advisory (non-binding) proposal on specified compensation and the adjournment proposal. Broker non-votes will have no effect on the voting results for these proposals.

Voting by AMRI’s Directors and Executive Officers

The directors and executive officers of AMRI have informed AMRI that, as of the date of this proxy statement, they intend to vote in favor of the proposal to adopt the merger agreement, although none of them has an obligation to do so. At the close of business on the record date, our directors and executive officers owned, in the aggregate, approximately 13.9% of the outstanding common stock of AMRI entitled to vote at the special meeting.

Voting; Proxies; Revocation

Attendance.   All holders of shares of common stock as of the close of business on July 10, 2017, the record date for voting at the special meeting, including stockholders of record and beneficial owners of common stock registered in the “street name” of a broker, bank, trust or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such

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as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank, trust, or other nominee or other similar evidence of ownership, along with proper identification.

Voting in Person.   Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares in “street name” through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

Submitting a Proxy or Providing Voting Instructions.   To ensure that your shares are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

If you sign, date, and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with our board’s recommendation — i.e., in favor of the proposal to adopt the merger agreement and approve the transactions contemplated thereby, the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of AMRI in connection with the merger, and the adjournment proposal. If you are a stockholder of record and fail to return your proxy card, unless you attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the proposal to adopt the merger agreement and approve the transactions contemplated thereby, but will not affect the other proposals.

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Revocation of Proxies.   Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to AMRI or by sending a written notice of revocation to AMRI, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by AMRI before the special meeting.

If you hold your shares in “street name” through a bank, broker, trust or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting if there are not sufficient votes to adopt the merger agreement and approve the transactions contemplated thereby at the time of the special meeting. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement and approve the transactions contemplated thereby. AMRI retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any AMRI stockholder.

If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or our board fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies

Our directors, officers, and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. AMRI has also engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed $15,000 in total. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. AMRI will pay all expenses of filing, printing, and mailing this proxy statement, including solicitation expenses.

Stockholder List

A list of AMRI stockholders entitled to vote at the special meeting will be available for inspection at the special meeting and for ten days prior to the special meeting for any purpose germane to the special meeting, between the hours of 8:45 a.m. and 4:30 p.m., local time, at our principal executive offices at 26 Corporate Circle, Albany, New York 12203, by contacting the Secretary of AMRI.

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During a regularly scheduled meeting of the board of directors held on February 8, 2017, our board of directors discussed recent merger and acquisition activity in the industry, as well as the challenges facing AMRI, including our ability to access capital to fund acquisitions, the pending maturity of our outstanding notes and related indebtedness obligations, and efforts to diversify our suite of service offerings and customer base and our capacity to compete with evolving technologies in the industry. In light of the considerations and risks confronting us, our board of directors discussed the advisability of retaining a financial advisor to assist the board in exploring whether interest existed among potential buyers for a transaction involving the sale of AMRI. Our board of directors discussed reasons for exploring a sale of AMRI at this time, which included the potential ability to provide greater value to our stockholders than the potential value to be achieved by continuing to pursue our business plan. The board also discussed the risks involved in exploring a potential sale, including the risk that potential buyers who were also competitors or potential competitors in our industry might use information obtained from us to solicit our employees and customers, the risk that a leak regarding a possible transaction could disrupt our relationships with our customers, partners and employees, and the potential need to disclose sensitive, proprietary and confidential information to these competitors and potential competitors. Representatives of Goodwin Procter LLP (“Goodwin”), our external corporate counsel, led a discussion regarding the fiduciary duties of the directors in the context of their consideration of strategic alternatives, including a stand-alone strategy, a potential significant investment in AMRI by one or more financial sponsors, and the potential sale of AMRI to a third party. In executive session, our board of directors discussed forming a special committee of independent and disinterested directors (the “Special Committee”) to review any strategic alternatives, and to make a recommendation to the full board of directors as to the advisability of pursuing any such strategic alternatives. Our board of directors noted that, although there were no known actual conflicts at the time, because of the potential for conflicts of interest with our management as well as with our significant stockholders who have board representation to arise in the context of a potential sale to a financial sponsor, it would be prudent to form a Special Committee of independent and disinterested directors to direct the strategic process on behalf of our board of directors. Our board approved the formation of the Special Committee consisting of David Deming (Chairman), Kevin O’Connor, Kenneth P. Hagen, and Anthony J. Maddaluna. Our board authorized the Special Committee to consider and evaluate any proposals that might be received by us regarding a potential sale transaction, participate in and direct the negotiation of the material terms and conditions of any such transaction, and recommend to our board of directors the advisability of entering into any such transaction or pursuing another strategic alternative should any be presented to AMRI. Throughout the Special Committee’s evaluation of a potential sale of AMRI, the Special Committee conducted formal meetings, but its members were also in regular informal communication with AMRI’s legal and financial advisors and with each other. In addition, the Special Committee, as well as the board, frequently met in executive session with only the independent directors and outside counsel present.

Following the conclusion of the February 8, 2017 board of directors meeting, the Special Committee met to discuss the advisability of engaging a financial advisor to assist the Special Committee in its evaluation of a potential sale transaction, and decided that, based on the investment banking firms’ familiarity with AMRI and the industry in which it operates, Mr. Deming should contact Credit Suisse and another investment bank about a possible engagement as the Special Committee’s financial advisor in connection with a potential sale.

On February 21, 2017, the Company announced its financial results for the fourth quarter and full year of 2016 and its financial outlook for fiscal year 2017. The results for the full year 2016 were below the previous guidance provided by the Company on November 8, 2016. On February 21, 2017, AMRI’s common stock price closed at $16.39, down from $18.61 or approximately 12% from the previous day’s close.

On February 21, 2017, the Special Committee met with representatives of Credit Suisse and another investment banking firm in New York, New York. On February 24, 2017, the Special Committee again met telephonically with Credit Suisse. During these meetings Credit Suisse described its qualifications and provided preliminary perspectives regarding AMRI and potential considerations in the event AMRI wanted to pursue a sale, including a preliminary list of potential acquirers of AMRI based on, among other things, such parties’ industry focus, acquisition experience and perceived ability to finance a potential acquisition of AMRI. The preliminary list of potential acquirers prepared by Credit Suisse included strategic parties and financial sponsors, including GTCR, Party A, and Party D as well as others that had previously engaged in preliminary, high-level conversations with us without proceeding to any discussions under, or entering into, a

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confidentiality agreement. Credit Suisse also discussed with the Special Committee various sale process alternatives, including a pre-signing market-check and the possible use of a “go shop” ( i.e ., the right to actively solicit alternative acquisition proposals for a specified period following execution of a definitive agreement). Credit Suisse was then excused from the meeting and representatives of Goodwin reviewed with the Special Committee the fiduciary duties of the directors in the context of considering a potential sale of AMRI. Following that discussion, the Special Committee considered the experience and qualifications of Credit Suisse and discussed information provided by Credit Suisse at the request of the Special Committee regarding Credit Suisse’s material investment banking relationships with certain potential acquirers of AMRI. Following further discussion with the assistance of Goodwin, the Special Committee then determined to engage Credit Suisse to assist the Special Committee in its review of strategic alternatives. The Special Committee based its decision on Credit Suisse’s familiarity with AMRI and the industry in which it operates, and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and its experience advising boards of directors and special committees in connection with the sales of public companies, as well as the Special Committee’s belief that, notwithstanding its disclosed relationships with potential acquirors, Credit Suisse would be able to provide the Special Committee with objective advice. The Special Committee instructed management, with the assistance of Goodwin, to negotiate an engagement letter with Credit Suisse.

Between February 25, 2017 and March 3, 2017, AMRI and Credit Suisse negotiated the terms of an engagement letter to be entered into with Credit Suisse, and on March 3, 2017, we retained Credit Suisse effective as of February 26, 2017, at the direction of the Special Committee, pursuant to a formal engagement letter to act as the Special Committee’s financial advisor in connection with its evaluation of strategic alternatives, including a potential sale of AMRI.

On February 25, 2017, Credit Suisse was authorized by the Special Committee to contact five financial sponsors, including GTCR, Party A, Party B, Party C, and Party D, and on or about February 27, 2017, representatives of Credit Suisse contacted each of GTCR, Party, A, Party B, Party C and Party D to solicit their potential interest in an acquisition of AMRI. The Special Committee, after consulting with Credit Suisse, believed that these five parties were the most likely to be interested in acquiring us at a price the Special Committee would deem attractive based on their perceived potential interest in us as a result of prior discussions held with or unsolicited inquiries that we had received from such parties with respect to a potential strategic transaction. While reserving the ability to expand the process to include other potential bidders as the Special Committee deemed necessary and appropriate, the Special Committee believed that approaching these five parties was reasonably likely to result in a robust sale process. At the direction of the Special Committee, Credit Suisse provided these parties with our form of confidentiality agreement. On February 25, 2017, we executed an amendment to the confidentiality agreement with GTCR, and on February 25, 2017, we executed an amendment to the confidentiality agreement with Party A, in each case to extend the length of the standstill provision but all other terms, including the non-disclosure provisions, remained unchanged. On March 2, 2017, we entered into a confidentiality agreement with Party B. On March 13, 2017, we entered into a confidentiality agreement with Party C. Each agreement included customary non-disclosure and standstill provisions that allowed each of Party B and Party C to make confidential proposals to us at any time after the public announcement by AMRI of a transaction.

On March 3, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin present for a portion of the meeting by invitation of the Special Committee. The Special Committee, with the assistance of Credit Suisse and input from management, discussed whether to expand the universe of parties to be contacted beyond GTCR, Party A, Party B, Party C and Party D to include additional parties with relevant acquisition experience or that had expressed an interest in acquiring businesses similar to AMRI. In that regard, the Special Committee discussed approaching additional parties based upon those parties the Special Committee believed had the strongest potential to have an interest in engaging in a strategic transaction with AMRI. In determining potential likely acquirors, the Special Committee considered such parties’ financial strength, their experience in acquiring companies of the size and complexity of AMRI (including by virtue of AMRI’s international footprint), such parties’ perceived potential interest in AMRI, the parties’ access to cash or debt and equity financing, industry focus and the parties’ ability to move quickly in light of the Special Committee’s concern over the potential adverse effect

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on AMRI’s business that could result from a protracted process. Guided by the foregoing principles, the Special Committee discussed which potential acquirors would most likely be able to make proposals to acquire AMRI at an attractive price. The Special Committee again noted that any potential buyer must demonstrate financial capacity to complete an acquisition of a company of AMRI’s size and the ability to proceed expeditiously in order to mitigate the risks associated with a protracted evaluation process. The Special Committee also again discussed reasons for exploring a sale of AMRI at this time, and the risks inherent in so doing, particularly the risk that potential buyers who were also competitors or potential competitors in our industry might use information obtained from us to solicit our employees and customers, the risk that a leak regarding a possible transaction could disrupt our relationships with customers, partners and employees, and the potential need to disclose sensitive, proprietary and confidential information to these competitors and potential competitors. The Special Committee also considered the industry participants that, in its judgment, would likely be uninterested or lack the capacity to acquire AMRI. In light of the concerns discussed, and the Special Committee’s belief that a post-signing go-shop process may also be available if in fact other industry participants were interested, the Special Committee concluded that exploratory discussions should not include other companies in our industry at this time in the process, and that contacts should be made only with a limited number of financial sponsors. At the conclusion of this discussion, the Special Committee determined to approach a total of nine parties, inclusive of GTCR, Carlyle, Party A, Party B, Party C, Party D, Party F, and two other private equity firms, all of whom were financial sponsors who had previously acquired companies in the global pharmaceutical and biopharmaceutical industries and, as a result, the Special Committee believed were most likely qualified buyers. The Special Committee also discussed with Credit Suisse and Goodwin a potential timeline for a sale process. Additionally, the Special Committee authorized the management team and representatives of Credit Suisse to provide each financial sponsor with limited access to AMRI confidential information via a virtual data room once a confidentiality agreement had been executed with AMRI. At this meeting, Mr. Marth provided an update to the Special Committee with respect to the financial condition of the business and general operations, including a discussion regarding the impact of the matters discussed on the investor conference call regarding AMRI’s 2016 fourth quarter results and 2017 guidance. Following Mr. Marth’s departure from the meeting, the Special Committee discussed further AMRI’s operations, financial position, maturity of its outstanding convertible notes and risks to AMRI’s standalone business plan.

Following the March 3, 2017 Special Committee meeting, Credit Suisse continued to solicit interest from GTCR, Party A, Party B, Party C and Party D regarding a potential strategic transaction with AMRI. Credit Suisse also sought to contact each of the four additional financial sponsors identified by the Special Committee, one of which was Carlyle. Of these four additional parties, two indicated that they did not wish to participate in the process because they did not believe that they could ultimately offer a proposal that would be acceptable to the Special Committee. Carlyle and Party F indicated that they were considering the opportunity and would contact Credit Suisse with a more definitive response as to their level of interest. Each of GTCR, Party A, Party B, Party C and Party D continued to express an interest in exploring a potential strategic transaction with us and were granted limited due diligence access.

Between March 3, 2017 and April 4, 2017, at the direction of the Special Committee, Credit Suisse coordinated meetings and telephone calls between our management and eight financial sponsors. Although the Special Committee instructed management, with the assistance of Credit Suisse, to provide information that was requested by the parties in conducting their business diligence and to prepare a virtual data room containing materials that would enable a potential buyer to undertake comprehensive due diligence, the Special Committee decided that until initial indications of interest were received containing terms that the Special Committee believed could lead to a proposal in the best interests of AMRI stockholders, the Special Committee was not prepared to provide more complete access to our competitively sensitive information.

Between March 4, 2017 and April 4, 2017, following speculation in the industry and financial sponsor community regarding a potential sale of AMRI, 12 additional financial sponsors, including Party G, contacted Credit Suisse to inquire about AMRI and a potential sale process. After discussions with these parties, some of them indicated that they were not interested in engaging in additional discussions with AMRI or

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representatives of Credit Suisse pursuant to a confidentiality agreement, and ultimately, the Special Committee authorized Party E, a financial sponsor, to be granted access to confidential information and management meetings.

On March 8, 2017, the Special Committee met to review and discuss the proposed management presentation to be provided to participating financial sponsors who would be scheduled to meet with the AMRI management team as part of their due diligence investigation. Members of management and representatives of Credit Suisse and Goodwin were present for a portion of the meeting at the invitation of the Special Committee. The Special Committee discussed with management and endorsed the long-term financial forecast outlined in the management presentation (see “—  Projected Financial Information ”). Representatives of Credit Suisse provided an update to the Special Committee regarding the status of discussions with the parties that had expressed an interest in acquiring AMRI and outreach efforts by Credit Suisse to the other financial sponsors at the direction of the Special Committee as potential acquirers. The Special Committee also discussed the proposed timing for the committee’s evaluation of any proposals that might be received from the potentially interested parties.

In the morning on March 10, 2017, members of management of GTCR and AMRI met in Waltham, MA, and in the afternoon on March 10, 2017, members of management of Party B and AMRI met in Waltham, MA, in each case to conduct business, operational, financial, regulatory and legal diligence meetings. At these meetings, our management, with representatives of Credit Suisse present, also provided an overview of AMRI’s business and operations. No party made any proposals during these meetings or otherwise discussed the specific terms of a potential sale transaction.

On March 10, 2017, we executed a confidentiality agreement with Party F, which agreement included customary non-disclosure and standstill provisions that allow Party F to make confidential proposals to us at any time after the public announcement by AMRI of a transaction.

On March 13, 2017, members of management of Party C and AMRI met in Waltham, MA, to conduct business, operational, financial, regulatory and legal diligence meetings. At this meeting, our management, with representatives of Credit Suisse present, also provided an overview of AMRI’s business and operations. Party C did not make any proposals during this meeting or otherwise discuss the specific terms of a potential sale transaction.

On March 15, 2017, Credit Suisse provided Goodwin for purposes of sharing with our Special Committee information regarding Credit Suisse’s material investment banking relationships with certain parties, including GTCR, that had expressed an interest in pursuing an acquisition of AMRI.

In the morning on March 16, 2017, members of management of Party F and AMRI met in Waltham, MA, and in the afternoon on March 16, 2017, members of management of Party D and AMRI met in Waltham, MA, in each case to conduct business, operational, financial, regulatory and legal diligence meetings. At these meetings, our management, with representatives of Credit Suisse present, also provided an overview of AMRI’s business and operations. No party made any proposals during these meetings or otherwise discussed the specific terms of a potential sale transaction.

On March 17, 2017, members of management of Party A and AMRI met in Waltham, MA, to conduct business, operational, financial, regulatory and legal diligence meetings. At this meeting, our management, with representatives of Credit Suisse present, also provided an overview of AMRI’s business and operations. Party A did not make any proposals during this meeting or otherwise discuss the specific terms of a potential sale transaction.

On March 19, 2017, representatives of Party E contacted Credit Suisse regarding its potential interest in participating in a management presentation with the management of AMRI. Following this discussion, on March 22, 2017, we entered into a confidentiality agreement with Party E. The agreement included customary non-disclosure and standstill provisions that allowed Party E to make confidential proposals to us at any time after the public announcement by AMRI of a transaction.

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On March 20, 2017, the Special Committee held a telephonic meeting with members of management and representatives of Credit Suisse and Goodwin present for a portion of the meeting by the invitation of the Special Committee. The Special Committee discussed the preliminary and introductory discussions that management had undertaken with each of the six parties who had entered into confidentiality agreements with AMRI and participated in management presentations to date. The Special Committee, with the assistance of Credit Suisse, discussed the proposed timeline for the sale process and the desire of the Special Committee to not have a protracted process that would risk harm to the business and customer relationships. The Special Committee also discussed whether to allow the interested parties to engage with their potential sources of equity and debt financing and concluded that such discussions should not be permitted at this stage of the process because, in the judgment of the Special Committee, expanding the scope of industry participants who are informed about our consideration of a potential strategic transaction increased the likelihood of a leak. The Special Committee instructed Credit Suisse to send a bid instruction letter to each of the six interested parties that had executed a confidentiality agreement with AMRI and participated in a management presentation. The Special Committee discussed setting a firm deadline of April 4, 2017 for such parties to submit initial indications of interest and to distribute a formal process letter to such parties with instructions for such submissions. The Special Committee planned to evaluate the initial indications of interest and then determine whether to proceed further with the proposed transaction.

On March 21, 2017, as instructed by the Special Committee, Credit Suisse distributed a bid instruction letter to each of GTCR, Party A, Party B, Party C, Party D and Party F requesting that each party submit a detailed proposal for an acquisition of AMRI by April 4, 2017, addressing, among other things, price and form of consideration, valuation, sources and structures of financing, material conditions, including required approvals, and focus areas for due diligence.

On March 22, 2017, representatives of Carlyle contacted Credit Suisse to communicate its interest in meeting with the management team of AMRI and participating in our sale process. We entered into a confidentiality agreement with Carlyle on March 26, 2017. The agreement included customary non-disclosure and standstill provisions that allowed Carlyle to make confidential proposals to us at any time.

In the morning on March 27, 2017, members of management of Party E and AMRI met in Waltham, MA, and in the afternoon on March 27, members of management of Carlyle and AMRI met in Waltham, MA, in each case to conduct business, operational, financial, regulatory and legal diligence meetings. At these meetings, our management, with representatives of Credit Suisse present, also provided an overview of AMRI’s business and operations. No party made any proposals during this meeting or otherwise discussed the specific terms of a potential sale transaction. As instructed by the Special Committee, Credit Suisse subsequently provided each of Party E and Carlyle with the same bid instruction letter.

On April 3, 2017, prior to the initial indication of interest deadline, representatives of each of Party A and Party C called Credit Suisse to indicate that they would not be submitting an indication of interest. Party A indicated it had a general reluctance to expend resources to participate in a competitive process where it did not believe it would be able to differentiate itself with respect to price. Party C declined to submit an indication of interest because it did not believe it would be able to differentiate itself with respect to price.

On April 4, 2017, Credit Suisse provided Goodwin for purposes of sharing with our Special Committee information regarding Credit Suisse’s material investment banking relationships with certain additional parties, including Carlyle, that had expressed an interest in pursuing an acquisition of AMRI.

Later on April 4, 2017, five parties submitted indications of interest. Party B submitted a written indication of interest with an all-cash purchase price in the range of $17.00 to $18.00 per share. Party D submitted a written indication of interest with an all-cash purchase price in the range of $17.00 to $19.00 per share. Carlyle submitted a written indication of interest with an all-cash purchase price in the range of $19.00 to $21.00 per share. Party E submitted a written indication of interest with an all-cash purchase price in the range of $21.00 to $23.00 per share. GTCR submitted a written indication of interest with an all-cash purchase price in the range of $21.00 to $23.00 per share. None of the written indication of interests requested exclusivity, but each had conditions that must be satisfied prior to entering into a potential transaction. In addition, all of the indications of interest indicated that each party intended to finance the merger consideration with a combination of third-party debt and equity capital from its own managed funds and

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affiliates. After receipt of the written indication of interests, on April 4, 2017, as requested by the Special Committee, representatives of Credit Suisse separately informed each of Carlyle, Party B and Party D by telephone that it had not submitted the highest all-cash purchase price per share and that the Special Committee would be holding a meeting on April 6, 2017 to assess the indications of interest that had been received from various parties. During the telephone call between Credit Suisse and Carlyle on April 4, 2017, Carlyle orally indicated it was willing to increase its proposed price to $20.00 to $22.00 per share, and the remainder of its indication of interest remained the same. Following the telephone call between Credit Suisse and Party D, on April 5, 2017, Party D resubmitted a written indication of interest with an increased all-cash purchase price of $18.00 to $20.00 per share. Other than to increase its proposed price to $18.00 to $20.00 per share, Party D’s proposal was the same as its initial indication of interest.

In addition, on April 4, 2017, Party G reached out to Credit Suisse to inquire about industry and media speculation regarding a potential sale of AMRI. On April 5, 2017, there was a follow-up discussion between representatives of Credit Suisse and Party G during which Credit Suisse confirmed that the Special Committee was in advanced discussions with several parties, which was a similar message given to other financial sponsors who had contacted representatives of Credit Suisse as a result of industry and media speculation. On April 6, 2017, Party G sent an email to Credit Suisse requesting contact with the members of the Credit Suisse team who were assisting us with a potential sale transaction and ultimately a call was scheduled for April 9, 2017.

On April 5, 2017, representatives of Party F called Credit Suisse to indicate that it would not be submitting an indication of interest because of a general reluctance to expend resources to participate in a competitive process where they did not believe they could prevail on value.

In the early evening of April 5, 2017, Debtwire published an article (the “Debtwire Article”) disclosing that AMRI had hired Credit Suisse to assist AMRI in exploring a possible sale transaction and that the process was in its early stages with valuation and leverage views still in flux. Neither Credit Suisse nor AMRI responded to inquiries by Debtwire, either before or after the release of the Debtwire Article.

Following the publication of the Debtwire Article, we were contacted, either directly or through Credit Suisse, by five strategic industry participants. After follow-up communications by representatives of Credit Suisse as requested by the Special Committee, two of these strategic industry participants indicated that they were not interested in participating in a competitive process because, based on their assumptions regarding the anticipated price ranges, they did not have the available resources to offer a competitive price; another two of these strategic industry participants indicated that they were not interested in participating in a process after they learned of the competitive nature of the process with multiple parties conducting diligence; and the remaining one of these strategic industry participants did not follow up with Credit Suisse with respect to its interest in participating in the process.

On April 6, 2017, the Special Committee held a meeting in New York City. By invitation of the Special Committee, members of AMRI management and representatives of Credit Suisse and Goodwin participated for a portion of the meeting. At this meeting, Credit Suisse provided an update on the recent interactions with the interested parties, including the fact that Party A, Party C and Party F had chosen not to submit a proposal. The Special Committee, with the assistance of Credit Suisse also reviewed and discussed the competing preliminary, non-binding proposals received from each of Carlyle, GTCR, Party B, Party D and Party E and reviewed certain preliminary financial analyses. The Special Committee discussed each bidder’s initial proposed price, proposed transaction and financing structure, and proposed timeline. Goodwin led a discussion concerning the fiduciary duties of the directors in the context of their consideration of a potential sale of AMRI. In addition, the Special Committee engaged in a general discussion concerning whether it might be advisable to approach and explore a potential strategic transaction with third parties in addition to the parties who had been given confidential information and conducted diligence to date. In particular, the Special Committee expressed its desire to avoid a protracted process given the potential disruptions to our business, and to focus on potential buyers who could make the financial commitment necessary to acquire a company of our size and consummate a transaction expeditiously. The Special Committee also discussed the continued risk of leaks that might arise from making contact with other parties, the potential impact on our business of such leaks, including the loss of customers, partners and employees as a result of the uncertainty over AMRI’s

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future, and the potential need to disclose sensitive, proprietary and confidential information to competitors and potential competitors if additional parties were to be contacted. As part of this discussion, the management team updated the Special Committee regarding the impact of the Debtwire Article on AMRI’s employees. The Special Committee also considered our ability to potentially solicit interest of additional third parties through a “go-shop” provision in the event that the board decided to pursue a sale transaction with one of the current interested parties. The Special Committee also noted that the parties involved in the process to date included those parties whom the Special Committee, after consulting with Credit Suisse and management, believed were the most logical and viable acquirors given their access to debt and equity financing, industry focus, potential synergies, investment philosophies and experience in acquiring publicly traded companies of the size and nature of AMRI. As part of this meeting, the Special Committee also discussed management’s current forecasts and our long-range plan and prospects, as well as a number of risks and factors affecting our business, including organic growth and business development opportunities, customer concentration, revenue predictability and the volatility of revenue from quarter to quarter from our largest customers, and competitive pressure. The Special Committee noted the execution risks, including our access to capital to fund acquisitions, efforts to diversify our suite of service offerings and customer base, and our capacity to compete with evolving technologies in the industry. In light of the concerns discussed, the Special Committee concluded that there were not likely to be any other logical financial sponsors with the financial capacity to complete a transaction of the type that was being evaluated and who could differentiate themselves from the parties with whom we were or had previously been engaged. Additionally, based on the risks discussed by the Special Committee, including those associated with providing access to AMRI personnel and confidential information to competitors and potential competitors, the Special Committee determined that the process should continue with only financial sponsors at this time. The Special Committee also discussed the complexity of our business and operations and the amount of time required for each potential financial sponsor to conduct and complete its due diligence requirements in connection with a potential acquisition of us, and the demands such review and discussions required of our management. Based on these considerations, the Special Committee determined not to invite Party D and Party B into the second round of the process based on their respective $17.00 to $19.00 and $17.00 to $18.00 price ranges. Furthermore, based on the benefits and risks discussed, the Special Committee concluded that approaching additional parties at such time would not be prudent because the contact and potential inclusion of additional parties in our process would require AMRI to disclose sensitive, proprietary and confidential information to competitors and potential competitors, but that we should continue discussions with Carlyle, GTCR and Party E. The Special Committee determined that it was in the best interests of AMRI stockholders to invite Carlyle, GTCR and Party E to participate in a second round of the process consisting of, among other things, continued due diligence by the parties and the drafting and negotiation of legal documentation.

Following the meeting of the Special Committee, on April 6, 2017, as requested by the Special Committee, Credit Suisse contacted each of the parties who had submitted a written indication of interest to notify them with respect to the next steps of the process, if any. As requested by the Special Committee, a representative of Credit Suisse contacted Party E to inquire about its financial resources and the investment activities of its investment funds and, based on the price per share range proposed by Party E and the availability of funds from its funding sources, invited Party E to continue to pursue an acquisition of AMRI. As requested by the Special Committee, a representative of Credit Suisse also reached out to Carlyle to indicate that Carlyle would be invited to participate in the next stage of the process and emphasized that multiple parties had submitted written indications of interest with price ranges that were higher than the price range proposed by Carlyle and to be competitive, Carlyle would need to increase its proposed per share purchase price in connection with any subsequent proposal presented to us, and Carlyle acknowledged that it would need to increase its value in order to be competitive in the potential sale of AMRI. At the request of the Special Committee, a representative of Credit Suisse contacted GTCR to indicate that it was invited to proceed to the next step of the process, and confirmed with GTCR that GTCR had access to adequate funding sources to be able to consummate a transaction with AMRI. Representatives of Credit Suisse informed each of Carlyle, GTCR and Party E that each party needed to fully engage their respective legal, financial and accounting advisors in connection with the evaluation of a proposed transaction with us and related due diligence efforts and ensure that any final proposal presented to us would include fully committed sources of equity and debt financing. In addition, as requested by the Special Committee, representatives of Credit Suisse separately contacted each of

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Party B and Party D and indicated that the per share price ranges set forth in their respective written indications of interest were insufficient to allow such party to progress to the next stage of the process, and that unless they were willing and able to increase their proposed valuation ranges, they would not be permitted to progress to the next stage of the process and have continued access to management and diligence materials. Each of Party B and Party D acknowledged that they would not be continuing in the process because they could not increase their respective price because neither would be able to achieve its required return above its respective price range.

On April 7, 2017, our board of directors held a telephonic meeting at which members of management and, at the request of the Special Committee, representatives of Credit Suisse and Goodwin were present. At this meeting, the Special Committee and at the request of the Special Committee, Credit Suisse, summarized the written indications of interest that were received on April 4, 2017, and provided an update on recent interactions with the interested parties, including the fact that Party A, Party C and Party F had chosen not to submit an initial indication of interest. Our board of directors discussed the proposals by Party D and Party B in comparison to the other preliminary written indications of interest submitted, and Party D’s and Party B’s acknowledgement that they were unable to increase their per share price ranges. Representatives of Goodwin led a discussion concerning the fiduciary duties of the directors in the context of their consideration of a potential sale of AMRI, and the next steps with respect to a potential sale. Our board of directors discussed the process for continuing to explore a possible sale transaction.

By April 14, 2017, we had provided Carlyle, GTCR, and Party E and their respective advisors with access to a comprehensive virtual data room containing our business and legal due diligence materials. Thereafter, the parties and their advisors had discussions, and we provided answers to questions posed by such parties and their respective advisors, regarding the due diligence materials, and each of the parties and their advisors continued their due diligence review, including through meetings with management, visits to certain of our U.S. and non-U.S. facilities and teleconferences.

On April 9, 2017, Party G and representatives of Credit Suisse had their previously scheduled call to discuss Party G’s interest in participating in our sale process. Party G was informed that the Special Committee was in advanced discussions with several parties and that Party G would be contacted if things changed. On April 18, 2017, Party G called Credit Suisse to inquire whether anything had changed and was told that the sale process was continuing to progress as previously discussed.

On April 25, 2017, Bloomberg published an article (the “Bloomberg Article”) disclosing that AMRI was working with Credit Suisse in connection with the exploration of a possible sale, and that AMRI had received indications of interest from two financial sponsors with valuations at approximately $1.0 billion in the aggregate. Neither Credit Suisse nor AMRI responded to inquiries by Bloomberg before or after the release of the article. The article caused a considerable number of employees to express concern about the impact of the reported process on the Company and the future direction of the Company. Following the publication of the Bloomberg Article, we were contacted, either directly or through Credit Suisse, by two additional private equity firms.

On April 27, 2017, in preparation for the meeting of the Special Committee to be held on May 2, 2017, members of our management and representatives of Credit Suisse and Goodwin had a telephonic meeting during which Credit Suisse provided an update regarding the due diligence efforts of Carlyle, GTCR and Party E, the three parties with whom the Special Committee was in advanced discussions. Credit Suisse also provided an update on the inbound communications received by Credit Suisse from the five companies within our industry and two other financial sponsors who inquired about the status of our sale process in light of the Debtwire Article and/or Bloomberg Article. Credit Suisse informed management and Goodwin that none of the strategic parties were interested in executing a confidentiality agreement with us to further discuss our sale process or a proposed transaction with us and that the two additional private equity firms did not meet the criteria for participation in the sale process previously established by the Special Committee at the beginning of our sale process.

On May 1, 2017, Goodwin provided to our Special Committee a summary of the material terms and conditions of the draft “bid” merger agreement to be provided to each of Carlyle, GTCR and Party E.

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On May 2, 2017, the Special Committee had a meeting in Valladolid, Spain with the other members of our board of directors, members of the management team, and representatives of Credit Suisse and Goodwin present by telephone for portions of the meeting at the invitation of the Special Committee. At this meeting, Credit Suisse provided an update on the recent interactions with Carlyle, GTCR and Party E, the status of the bidders’ due diligence efforts and level of engagement with management and Credit Suisse with respect to due diligence. The Special Committee also discussed the timeline for a potential sale, including dates for the submission of final proposals and progressing to the execution of a definitive agreement. Representatives of Credit Suisse also provided an update regarding certain inbound communications that they had received from strategic companies in the industry and other financial sponsors, including that none of the strategic parties were interested in executing a confidentiality agreement with us to further discuss our sale process or a proposed transaction with us and that the two additional private equity firms did not meet the criteria previously established by the Special Committee at the beginning of our sale process, as had been discussed during the meeting of the Special Committee on March 3, 2017. The Special Committee again engaged in a discussion concerning whether it might be advisable to approach and explore a potential strategic transaction with third parties other than those parties who were currently evaluating an acquisition of AMRI (GTCR, Carlyle and Party E). The Special Committee discussed the risk that including additional parties may increase the potential for leaks, the potential impact on our business of such leaks, including the loss of customers, partners and employees, and the potential need to disclose sensitive, proprietary and confidential information to competitors and potential competitors if additional parties were to participate in the sale process. The Special Committee also discussed the complexity of our business and operations and the amount of time required for each potential buyer to conduct and complete its due diligence in connection with a potential acquisition of us, and the demands such review and discussions required of our management and the potential to extend the process. The Special Committee also considered our ability to solicit interest of additional third parties through a go-shop provision in the event that the board decided to pursue a sale transaction with one of the interested parties and the additional delay in consummating a transaction that would result with a “go-shop” provision.

Based on the benefits and risks discussed, the Special Committee determined not to expand the sale process to include additional financial sponsors, given the significant number of financial sponsors that already had been invited to participate in the sale process, the advanced nature of discussions with Carlyle, GTCR and Party E, and the fact that there were not likely to be other financial sponsors with the financial capacity to complete a transaction and who could differentiate themselves from the financial sponsors in the sale process.

With regard to additional strategic parties who had not been previously contacted by or on behalf of us as part of our sale process, the Special Committee instructed Credit Suisse to contact three additional strategic acquirers in the industry who the Special Committee believed might have the resources to consummate a significant acquisition, both from a financial and operational perspective, and who might have the capability to complete a transaction on a reasonable timeline in order to avoid a protracted process that could be detrimental to our business, including the relationships with our customers, partners and employees.

Following the meeting of the Special Committee, representatives of Credit Suisse contacted the three additional strategic companies who had been identified by the Special Committee. Two of the strategic companies indicated that they were not interested in discussing a proposed transaction with us and the remaining strategic company did not return Credit Suisse’s telephone call.

Also on May 2, 2017, Credit Suisse, at the direction of the Special Committee, distributed an instruction letter to each of Carlyle, GTCR and Party E setting forth the timing and procedures for submitting a final proposal to acquire all of our outstanding equity. The letter requested that proposals be submitted by May 24, 2017, with initial comments to the draft merger agreement, accompanying disclosure schedules, form of equity commitment letter and limited guarantee to be provided by May 19, 2017. The letter requested that each bidder address in its proposal, among other things, price and form of consideration, sources and structure of financing, and required approvals, and include a final mark-up of the merger agreement and commitment letters securing the necessary funding.

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Between May 3, 2017 and May 4, 2017, representatives of Credit Suisse and Party E had several telephone conversations. Ultimately Party E notified Credit Suisse of their intention to discontinue their efforts as part of the AMRI process, citing a lack of sufficient resources due to the complexity of the potential transaction, competing demands and concern about additional capital requirements for our operations on a post-closing basis.

On or about May 5, 2017, representatives of Credit Suisse separately had conversations with each of Carlyle and GTCR to discuss the proposed timing of a potential acquisition of AMRI, status of each of the parties’ due diligence review and additional diligence requirements.

In the course of its discussions with Credit Suisse, Carlyle discussed the anticipated capital requirements needed to implement AMRI’s strategic plan with Credit Suisse and Carlyle’s view that future acquisitions would be necessary to achieve desired levels of growth for AMRI’s business and Carlyle indicated that, in light of these anticipated capital requirements and other characteristics of a potential investment in the Company and Carlyle’s intention to maintain a reserve of equity capital related to the investment to fund potential future acquisitions, Carlyle would likely not be willing to commit all the equity capital required to complete a transaction. After discussion with Mr. Marth, Mr. Deming and representatives of Goodwin later that day, at the request of the Special Committee Credit Suisse contacted Carlyle and encouraged Carlyle to continue working and deliver a final proposal.

In the course of its discussions with Credit Suisse, GTCR mentioned that more equity capital than previously anticipated by GTCR would be needed to complete an acquisition of AMRI given the near-term capital expenditures and other capital requirements required to implement AMRI’s strategic plan and the meaningful follow-on acquisitions that underpin GTCR’s post-acquisition strategy. As a result, GTCR indicated that it may need to consider third party capital as part of its final proposal, such as equity capital from GTCR’s limited partners. Credit Suisse encouraged GTCR to continue working and deliver a final proposal that did not rely on third party capital.

Later in the afternoon on May 5, 2017, Mr. Marth, Mr. Deming and representatives of Credit Suisse and Goodwin discussed the status of the sale process, including Carlyle’s and GTCR’s due diligence review efforts and Party E’s decision to not pursue an acquisition of AMRI. Representatives of Credit Suisse also contacted members of the Special Committee to inform them as to Party E’s decision to not pursue an acquisition of AMRI.

On May 6, 2017, each of Carlyle and GTCR were provided with a form of merger agreement, equity commitment letter and limited guarantee.

On May 8, 2017, representatives of Credit Suisse separately contacted each of Carlyle and GTCR to discuss the status of each of the parties’ due diligence review and additional diligence requirements.

On May 11, 2017, members of our management team met with representatives of Carlyle and Credit Suisse in Waltham, MA, to further discuss our operations and strategic focus and review our key financial highlights.

In addition, on May 11, 2017, another financial sponsor contacted Credit Suisse to inquire as to the status of our sale process, however, there was nothing communicated as part of this discussion that provided a reasonable basis to suggest that such financial sponsor met the criteria for participation in our sale process as established by the Special Committee, including the financial strength, experience in acquiring companies of the size and complexity of AMRI (including AMRI’s international footprint), industry focus and potential synergies with AMRI.

On May 12, 2017, each of Carlyle and GTCR were provided with AMRI’s disclosure schedules to the form of merger agreement.

On May 17, 2017, GTCR and Credit Suisse had a conversation regarding GTCR’s financing capabilities. GTCR mentioned that, as a result of the capital requirements needed to implement AMRI’s strategic plan, GTCR may need to consider third party capital as part of their final proposal and that GTCR would be open to that capital coming from another party that is pursuing a potential acquisition of AMRI if partnering with such a party would allow the parties to collectively consummate a proposed transaction on an expedited timeline. As requested by the Special Committee, Credit Suisse informed GTCR that partnering with respect

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to a proposed acquisition of all of AMRI’s outstanding equity would not be permitted without the consent of the Special Committee and that, as of the final bid due date, GTCR would be required to have sufficient sources of capital in order to fund the entire proposed purchase price. GTCR also inquired about sharing their internal diligence reports and related work product that included AMRI’s diligence materials to certain of its limited partners who could potentially provide equity commitments for a portion of the proposed purchase price. As discussed with the Special Committee, Credit Suisse informed GTCR that a co-investment by certain of GTCR’s limited partners might be permitted by the Special Committee provided that such limited partners executed a separate confidentiality agreement with AMRI prior to receiving confidential information concerning AMRI. In addition, as instructed by the Special Committee, Credit Suisse informed GTCR that the final bid due date would not be extended for GTCR despite the inclusion of certain of GTCR’s limited partners as part of equity financing for a potential acquisition transaction.

On May 18, 2017, the members of our management team met with representatives of GTCR and Credit Suisse in Waltham, MA, to further discuss our operations and strategic focus and review our key financial highlights.

In the morning of May 19, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin participating for a portion of the meeting by the invitation of the Special Committee. Representatives of Credit Suisse reviewed with the Special Committee the outcome of their outreach to the three strategic companies and the fact that none of those parties expressed an interest in engaging in a discussion with us regarding a potential strategic transaction involving AMRI. Credit Suisse also updated the Special Committee regarding Carlyle’s and GTCR’s due diligence review, site visits to certain of our U.S. and non-U.S. manufacturing facilities and their ongoing communications with the management team and Credit Suisse with respect to the anticipated capital requirements to implement our strategic plan as presented to them throughout our sale process. The Special Committee was informed that, in light of these anticipated capital requirements, both Carlyle and GTCR had inquired of Credit Suisse whether there were partnering opportunities with other financial sponsors in connection with the equity financing for the transaction, and both had been informed by Credit Suisse that no such partnering would be permitted unless and until the Special Committee determined that such partnering would be in the best interest of our stockholders. Credit Suisse further updated the Special Committee that GTCR had requested that two of its limited partners be allowed access to GTCR’s due diligence reports and work product in connection with a possible co-investment with GTCR, and that GTCR had been informed that such access would be conditioned upon such parties’ execution of confidentiality agreement with us. The Special Committee also discussed timing with respect to the submission of final proposals and execution of a definitive agreement.

On May 19, 2017, we received initial comments to the merger agreement from GTCR and initial comments to the merger agreement, disclosure schedules, equity commitment letter and limited guarantee from Carlyle.

On May 22, 2017, telephonic meetings were held throughout the day with Mr. Deming, members of management and representatives of Credit Suisse and Goodwin to receive updates from Credit Suisse regarding ongoing interactions with the interested parties and for Goodwin to review the comments to the merger agreement submitted by each of Carlyle and GTCR. As a result of these discussions, Goodwin obtained feedback regarding the proposed terms to be communicated to each of Carlyle and GTCR.

On the evening of May 22, 2017, Goodwin had conference calls with each of Latham & Watkins LLP (“Latham”), counsel to Carlyle, and Kirkland & Ellis LLP (“Kirkland”), counsel to GTCR, to provide high-level feedback on the issues presented by their respective comments to the merger agreement. With respect to Carlyle, these items included: (1) the specifics of the marketing period for Carlyle to obtain the requisite debt financing needed for the proposed transaction; (2) the conditions to closing; (3) the size of the termination fees payable by Parent and us; (4) our obligation to reimburse the expenses of Parent under certain circumstances; (5) the obligation of Parent to reimburse our expenses in connection with the payoff of our convertible notes and unwinding of our hedge and warrant transactions; and (6) the obligations of Parent to our employees with respect to employee related benefits and compensation matters. With respect to GTCR, these items included: (1) the specifics of the marketing period for GTCR to obtain the requisite debt financing needed for the proposed transaction; (2) the proposed requirement for us to make available to Parent use of our unrestricted cash in order to fund a portion of the purchase price at closing; (3) the size of the termination fees payable by Parent and us; (4) our obligation to reimburse the expenses of Parent under certain

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circumstances; (5) the obligation of Parent to reimburse our expenses in connection with the payoff of our convertible notes and unwinding of our hedge and warrant transactions; and (6) the obligations of Parent to our employees with respect to employee related benefits and compensation matters. Goodwin communicated to each of Latham and Kirkland that it intended to send revised drafts of the merger agreement back to them on the afternoon of May 24, 2017 for their respective clients to review in advance of submitting their respective final proposals.

On May 23, 2017, representatives of Goodwin and Mr. Deming discussed the high-level feedback on the issues presented by each of Carlyle and GTCR as presented in their respective merger agreements and Goodwin’s discussions with each of Latham and Kirkland and the status of discussions between us and each of Carlyle and GTCR in advance of the final bid due date, including discussions related to capital expenditure requirements for the ongoing business operations if a proposed transaction were to be consummated.

On the morning of May 24, 2017, Kirkland contacted Goodwin to provide feedback from GTCR with respect to the high-level issues previously communicated by Goodwin to Kirkland. In the afternoon of May 24, 2017, Goodwin provided revised drafts of the merger agreement to each of Latham and Kirkland. In the evening of May 24, 2017, GTCR submitted a non-binding proposal to acquire all of our outstanding equity at a purchase price of $21.25 per share payable in cash upon the closing of the transaction. The proposal provided for the merger consideration to be funded through a combination of debt financing and equity financing from GTCR and certain of its limited partners but did not specify the limited partners or provide the amount of their proposed equity commitments. The proposal also noted that GTCR’s due diligence was complete, and included a mark-up of the form of equity commitment letter, limited guarantee and accompanying disclosure schedules to the merger agreement. Following receipt of GTCR’s non-binding proposal, representatives of Credit Suisse contacted GTCR to seek additional information regarding GTCR’s equity commitment for the transaction, the proposed split among GTCR and its co-investors, the sources of cash and anticipated timing to get to execution of a definitive merger agreement. GTCR indicated that it was prepared to negotiate the merger agreement on the terms outlined in its non-binding proposal and the feedback to the issues as was provided orally by Kirkland to Goodwin, and it expected to have certain of its limited partners participate as co-investors for the equity commitment but that it would require at least 10 days for such limited partners to complete their diligence review and financial analyses.

In addition, on May 24, 2017, Party G submitted to Thomas E. D’Ambra, the chairman of our board of directors, a non-binding, preliminary indication of interest to acquire all of our outstanding equity for consideration consisting of $20.00 per share in cash payable at the closing. The proposal also indicated that Party G intended to finance the merger consideration with a combination of debt and equity capital from Party G, provided a list of diligence requirements that Party G would need to complete, and noted that Party G expected to be in a position to sign and announce a transaction within four weeks from receiving an indication from our board of directors regarding a desire to proceed with Party G.

On May 25, 2017, Carlyle submitted a non-binding proposal to acquire all of our outstanding equity at a purchase price of $18.50 per share payable in cash upon the closing of the transaction. The proposal provided for the merger consideration to be funded through a combination of debt financing and equity financing from Carlyle, and expressly stated that Carlyle would contribute fifty percent (50%) of the equity investment and that Carlyle would seek the participation of another equity partner to fund the additional fifty percent (50%) of the equity investment. The proposal generally noted the opportunities for management to participate with Carlyle in the growth and success of our company. The proposal also noted that Carlyle’s due diligence was substantially complete, with the exception of certain confirmatory diligence items listed in its proposal. In addition, the proposal noted that Carlyle believed a definitive merger agreement and related documents could be executed within five days.

Later in the day on May 25, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin participating for a portion of the meeting at the invitation of the Special Committee. At this meeting, Credit Suisse provided an update on recent interactions with the interested parties, including a review of the revised non-binding proposals received from Carlyle and GTCR and the status of their respective financing commitments, including the fact that Carlyle expressly stated that it would contribute fifty percent (50%) of the equity investment and that Carlyle would seek the participation of

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another equity partner to fund the additional fifty percent (50%) of the equity investment, and the fact that GTCR did not specify the amount or the identity of the sources of its equity commitment to fund a portion of the proposed purchase price (but that it would require at least 10 days for such sources to complete their diligence review and financial analyses). Credit Suisse also provided a summary of the non-binding, preliminary indication of interest submitted by Party G. Credit Suisse also reviewed with the Special Committee its preliminary financial analyses of the Company and each bidder’s proposal. Goodwin again led a discussion concerning the fiduciary duties of the directors in the context of their consideration of a potential sale of AMRI, and reviewed the material terms of the revised merger agreement mark-up received from each of Carlyle and GTCR. The Special Committee also discussed (1) that the proposal of $18.50 per share proposed by Carlyle was lower than the per share price range that Carlyle had included in its April 4 ^th indication of interest, (2) that GTCR did not have committed sources for a portion of the equity financing and would require additional time to organize and finalize such sources of equity financing, (3) that partnering at this point in the process as requested by Carlyle, before the Special Committee was satisfied that it had progressed as far as possible with each of GTCR and Carlyle in terms of valuation, could result in loss of the competitive dynamic between the two bidders and make it more difficult to extract increased value for our stockholders, and (4) that Party G was at the very early stages of exploring a possible transaction with us, had not conducted a thorough diligence review and would require at least several weeks to complete its due diligence review and understand our business to the same degree as Carlyle and GTCR. After consideration of these issues, the Special Committee instructed Credit Suisse to continue discussions with GTCR regarding its proposal on a non-exclusive basis, including seeking a higher price from GTCR, and to inform Carlyle that the Special Committee was not willing to engage in further discussions for a potential transaction with Carlyle on the terms included in its final proposal.

Following the meeting of the Special Committee, at the request of the Special Committee, representatives of Credit Suisse contacted Party G’s financial advisor to discuss Party G’s non-binding, preliminary indication of interest submitted on May 24, 2017. During that conversation, as authorized by the Special Committee, Credit Suisse noted that other participants in our sale process had worked expeditiously over the course of six weeks to conduct and complete their respective due diligence review of our company as well as to review and respond to drafts of transaction documents, including a merger agreement, equity commitment letter and limited guarantee, and were close to being able to finalize definitive documentation. Credit Suisse also sought information regarding Party G’s level of interest in a potential transaction with us and its ability to undertake and consummate such a transaction. Party G did not provide specifics as to the timing required to conduct its diligence review of AMRI but reiterated its interest in a potential transaction with us.

In addition, as requested by the Special Committee, representatives of Credit Suisse contacted Carlyle to request an explanation with respect to the decrease in the proposed purchase price from its April 4 ^th non-binding proposal, and, as requested by the Special Committee, informed Carlyle that their proposal did not provide a basis for continuing in our sale process and that other parties had submitted proposals that represented significantly higher values for the acquisition of the outstanding equity of AMRI.

In addition, as requested by the Special Committee, representatives of Credit Suisse contacted GTCR to inform them that their price was unsatisfactory to the Special Committee and they would need to improve their value and firm up their sources of equity financing in order to continue in our sale process. GTCR reiterated their interest in a potential transaction with us and indicated that they would require approximately two weeks for certain of their limited partners to complete their diligence review and finalize their analyses. GTCR also indicated that if it were allowed to partner with another financial sponsor who was participating in our sale process, it believed that it could negotiate and execute a definitive merger agreement within five days. As requested by the Special Committee, representatives of Credit Suisse reiterated that the Special Committee was not prepared to permit partnering between the participants in our sale process. Credit Suisse informed GTCR that it needed to increase its proposed per share price and propose a specific path to having a definitive merger agreement negotiated and executed.

On May 26, 2017, our board of directors met telephonically with members of management and representatives of Credit Suisse and Goodwin participating for a portion of the meeting at the request of the Special Committee. At the request of the Special Committee, representatives of Goodwin led a discussion concerning the fiduciary duties of the directors in the context of their consideration of a potential sale of AMRI and

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representatives of Credit Suisse provided a summary of the status of the interactions with each of Carlyle, GTCR and Party G and reviewed the revised non-binding proposals received from Carlyle and GTCR and the initial non-binding indication of interest submitted by Party G. Credit Suisse also provided an update regarding recent interactions with each of Carlyle and GTCR regarding their revised non-binding proposals and the messages the Special Committee had authorized to be conveyed to each regarding value and sources of equity financing.

Following the meeting of our board of directors, representatives of Credit Suisse and GTCR had additional teleconferences regarding GTCR’s proposal, timing for negotiating and finalizing a definitive merger agreement and the steps that GTCR might take in order to remain competitive in the process. GTCR indicated that it remained interested in pursuing a transaction but that it had not yet determined what increased price it would be willing to pay to purchase AMRI’s outstanding equity and would follow up with Credit Suisse in a few days if it was able to propose any increase in its proposed price. GTCR also indicated that it required at least 10 – 14 additional days to allow certain of its limited partners to complete their due diligence review of AMRI and finalize their analyses, but that it could potentially move quicker if allowed to partner with another party that is pursuing an acquisition of AMRI. As requested by the Special Committee, representatives of Credit Suisse informed GTCR that they needed to provide Credit Suisse with a response as to their increased price by May 31, 2017.

Later that evening, GTCR sent a mark-up of a confidentiality agreement to be executed with one of its limited partners who was contemplating a co-investment with GTCR.

On May 27, 2017, the financial advisor to Party G sent an email to Credit Suisse indicating that Party G was increasing its proposed price to acquire all of our outstanding equity for consideration consisting of $22.00 per share in cash payable at the closing, with no other changes to the terms of their May 24 ^th proposal. Party G’s financial advisor also indicated that Party G wanted to have a meeting with our management team during the week of May 29 ^th to initiate its diligence review process and representatives of Credit Suisse and Party G’s financial advisor arranged the meeting for June 2, 2017.

In addition, Kirkland sent a further revised draft of the merger agreement to Goodwin, which reflected proposed changes in size of the termination fees to be paid by Parent and us.

Also on May 27, 2017, GTCR contacted representatives of Credit Suisse to provide an update as to its discussion with certain of its limited partners for a potential co-investment for the equity financing of the purchase price. As a part of this discussion, GTCR inquired about the status of our discussions with other participants in our sale process and requested an exclusive negotiating period with us for a period of five to ten days while GTCR finalized its equity financing sources. As requested by the Special Committee, Credit Suisse informed GTCR that the Special Committee was not prepared to enter into exclusive discussions with a participant at this point in the process. GTCR asked AMRI to consider its request for an exclusive negotiating period when and if the parties reached agreement on the proposed price per share.

Later on May 27, 2017, Carlyle contacted representatives of Credit Suisse to inquire as to the meetings of the Special Committee and our board of directors following the submission of the revised non-binding proposals to acquire all of our outstanding equity. As instructed by the Special Committee, Credit Suisse informed Carlyle that it needed to significantly increase its proposed value in order for the Special Committee to authorize further discussions. Carlyle informed Credit Suisse that they would reconsider their proposed price per share but that they would not be in a position to do so until the following week.

On May 28, 2017, members of management and representatives of Credit Suisse and Goodwin met telephonically for an update regarding the recent interactions with each of Carlyle, GTCR and Party G. The parties discussed the proposed timing considerations, the request for exclusivity from GTCR and the concerns regarding the funding capabilities of each of the interested parties. Following this discussion, Mr. Deming was provided with a summary of the interactions and discussions with each of Carlyle, GTCR and Party G.

On May 29, 2017, Carlyle contacted representatives of Credit Suisse to indicate that it was increasing its proposal to $21.00 per share. Carlyle informed Credit Suisse that it was prepared to provide fifty percent (50%) of the equity financing required to complete a transaction on those terms and indicated that it was prepared to work expeditiously to complete its remaining confirmatory due diligence and negotiate and

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execute a definitive merger agreement and related documents on those terms. Representatives of Credit Suisse informed Carlyle that the proposed increase in price was a constructive step forward and would be communicated to the Special Committee but that the revised proposed price was still below the price proposed by others.

Also on May 29, 2017, representatives of Credit Suisse contacted Party G to inquire as to Party G’s proposed timeline to advance discussions with us with respect to a transaction and to confirm their meeting with our management team on June 2, 2017. Party G indicated that it would require two weeks to conduct its due diligence review of AMRI and four weeks to negotiate and execute a definitive merger agreement with us, but did not offer additional specifics at this time as to how it would accomplish these steps within their stated time periods. Party G acknowledged that AMRI was in a sale process, with other participants further advanced with respect to their diligence review of AMRI and discussions with us, but confirmed its interest in its scheduled meeting with our management team on June 2, 2017.

In the evening of May 29, 2017, Mr. Deming and representatives of Credit Suisse and Goodwin participated on a teleconference in which Credit Suisse provided an update as to its recent interactions with each of Carlyle, GTCR and Party G and a summary of the current status of discussions. The parties discussed (1) Carlyle’s recent revised oral proposal of $21.00 and the fact that Carlyle was unlikely to proceed with a transaction at that valuation without the participation of another significant equity partner, (2) that the potential increase in GTCR’s value remained unknown and that the timing for and its ability to secure co-investors remained uncertain, and (3) the fact that Party G did not clarify its specific timeline to conduct and complete its due diligence review of AMRI, that it did not offer any special or unique perspective on consummating a transaction with us, and that it had not previously completed an acquisition of our size or complexity in our industry. Credit Suisse, Goodwin and Mr. Deming discussed the potential consequences of permitting Carlyle and GTCR to partner (including reducing the number of bidders but potentially making for a stronger and more likely bid) and discussed a proposed strategy to advance the discussions with each of Carlyle, GTCR and Party G in an effort to obtain increased value from each of them, which included having Carlyle complete its remaining confirmatory due diligence items specified in its prior, non-binding proposal, pushing both of Carlyle and GTCR to separately increase their proposed prices and potentially permitting Carlyle and GTCR to partner in exchange for an increase in the proposed price to obtain more value for AMRI’s stockholders.

On May 30, 2017, as requested by the Special Committee, representatives of Credit Suisse contacted Carlyle to indicate that our management team would be providing the additional diligence information to Carlyle that it had requested in its last non-binding proposal and that Carlyle’s due diligence review would need to be completed within the next two days so as to convey to Carlyle that they needed to complete their work to remain competitive in our process. In addition, Credit Suisse requested that Carlyle provide its comments in response to the May 24 ^th draft merger agreement that Goodwin had sent to Latham.

Also on May 30, 2017, representatives of Goodwin and Kirkland engaged in negotiations regarding the merger agreement. In addition, Party G executed a confidentiality agreement with AMRI that included customary non-disclosure and standstill provisions that allowed Party G to make confidential proposals to us at any time.

Later on May 30, 2017, the Special Committee met telephonically and members of management and representatives of Credit Suisse and Goodwin participated for a portion of the meeting by invitation of the Special Committee. Representatives of Credit Suisse provided an update on recent developments in the interactions with each of Carlyle, GTCR and Party G. The Special Committee, with the assistance of Credit Suisse, reviewed Carlyle’s latest proposal of $21.00 per share and considered the fact that Carlyle’s proposal was conditioned upon Carlyle providing only fifty percent (50%) of the equity capital necessary to complete the transaction. The Special Committee discussed GTCR’s ability to arrange the equity financing with certain of its limited partners and the ability of Party G to arrange its equity and debt financing for a transaction of this size within a reasonable timeframe. The Special Committee discussed the fact that none of the potential financial sponsors were willing to independently commit 100% of the equity financing necessary to complete the proposed transaction with AMRI at the valuations being discussed. The Special Committee also considered the fact that GTCR continued to express interest in a transaction with AMRI, but like Carlyle, was unlikely to proceed with a transaction without the participation of another significant equity partner. The Special

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Committee also noted that notwithstanding GTCR’s sources of equity financing, GTCR needed to respond to Credit Suisse with a revised price. Following discussions, the Special Committee instructed Credit Suisse to contact Party G to confirm its interest in a transaction and its ability to complete its diligence review on an expedited timeframe. The Special Committee also instructed Credit Suisse to push Carlyle to complete its remaining due diligence review and provide a further revised draft of the merger agreement.

In the evening of May 30, 2017, GTCR contacted representatives of Credit Suisse and informed them that GTCR was unlikely to improve upon its proposal and again inquired about obtaining exclusivity of negotiations while it secured its financing sources for a proposed transaction with us. Representatives of Credit Suisse informed GTCR that the Special Committee would be disappointed with its unwillingness to increase its proposed purchase price, and, as authorized by the Special Committee, indicated that it could jeopardize GTCR’s participation in our sale process.

On May 31, 2017, we held our annual meeting of stockholders at our headquarters in Albany, New York. Following the stockholder meeting, in Albany, New York on May 31, 2017, our board of directors held a regularly scheduled meeting at which representatives of Credit Suisse were present at the request of the Special Committee. At the request of the Special Committee, representatives of Credit Suisse described GTCR’s request for additional time for certain of its limited partners to complete their respective due diligence in connection with a co-investment with GTCR as well as GTCR’s unwillingness to improve its proposal, Carlyle’s increased proposal price and its stated position that it would not proceed with a transaction with us at that price unless permitted to reach an arrangement with another equity partner to provide fifty percent (50%) of the required equity capitalization, and the challenges faced by Party G in order for it to be competitive in our process given the current status of its due diligence review, its lack of prior acquisitions of companies of our size and complexity or in our industry and its access to equity and debt financing sources.

On May 31, 2017, GTCR informed representatives of Credit Suisse that GTCR was increasing its proposed price to $21.50 per share. GTCR notified Credit Suisse that on its own it would not be able to improve its value beyond $21.50. However, when asked by Credit Suisse, GTCR indicated that it may be able to find additional value if partnered with another equity partner to pursue an acquisition of AMRI. Following this discussion, representatives of Goodwin sent to Kirkland a revised draft of the merger agreement.

On May 31, 2017, Carlyle provided a revised draft of the merger agreement, including its position with respect to the high level issues previously communicated to Latham by Goodwin on May 22, 2017.

On June 1, 2017, each of Carlyle and GTCR separately had a call with members of management with respect to our financial performance as of April 30, 2017.

On June 1, 2017, we provided Party G with access to a virtual data room containing our business and legal due diligence materials.

Also on June 1, 2017, representatives of Kirkland and Goodwin participated in a teleconference to review and negotiate the terms of the proposed merger agreement. Later on June 1, 2017, representatives of Goodwin contacted Latham to provide high-level feedback on the issues presented by May 31 ^st draft of Carlyle’s merger agreement.

In addition, throughout the day on June 1, 2017, representatives of Credit Suisse participated in telephone discussions with each of Carlyle and GTCR regarding diligence matters and other transaction issues.

On the evening of June 1, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin present for a portion of the meeting by invitation of the Special Committee. The Credit Suisse representatives updated the Special Committee on recent developments in the negotiations with each of Carlyle and GTCR, including the completion of Carlyle’s confirmatory diligence review, each of Carlyle’s and GTCR’s respective positions and issues regarding certain financial terms in the draft merger agreement, Carlyle’s increase in value to $21.00 and GTCR’s increase in value to $21.50 per share (including its inability to improve its value beyond $21.50 per share on its own but potential ability to improve its value beyond $21.50 per share if partnered with an equity partner). The Special Committee, with the assistance of Credit Suisse, reviewed and discussed potential equity partners that might be able to team

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with Carlyle as well as GTCR’s ability to consummate a transaction without an equity partner. The Special Committee also noted that GTCR continued to express interest in engaging in a transaction with AMRI, but like Carlyle, was unlikely to proceed with a transaction without the participation of another significant equity financing partner. Credit Suisse also updated the Special Committee with respect to the discussions with Party G and the fact that Party G was meeting with the management team on June 2, 2017 to conduct business, operational, clinical, regulatory and legal diligence meetings and for AMRI to provide an overview of AMRI’s business and operations. The Special Committee discussed the potential partnering of parties that wanted to pursue an acquisition of AMRI in order to maximize the value for the stockholders. The Special Committee discussed the potential willingness of each of Carlyle and GTCR to improve their proposals above their respective current proposal prices, the likelihood of negotiating and executing a definitive merger agreement with each of Carlyle, GTCR and Party G and the remaining obstacles to executing such an agreement. Following this discussion, the Special Committee directed Credit Suisse to contact Carlyle to confirm its interest in a transaction, its willingness to partner with another participant in our process, if permitted, and the completion its confirmatory diligence review, and to communicate that AMRI would consider permitting Carlyle to partner with another party that wanted to pursue an acquisition of AMRI if the price were not less than $22.00 per share and the transaction could be signed and announced by June 5, 2017. Following the meeting of the Special Committee, representatives of Credit Suisse contacted representatives of Carlyle and communicated the Special Committee’s directives.

On June 2, 2017, members of management of Party G and AMRI met in Waltham, MA to provide Party G with an overview of AMRI’s business and operations and to permit Party G to participate in business, operational, financial, regulatory and legal diligence meetings.

On June 2, 2017, representatives of Goodwin participated in discussions with Kirkland during which Kirkland confirmed that an equity rollover by our management team or other AMRI stockholders was not a condition to the proposal submitted by GTCR, and that there was no intention to engage in discussions regarding management’s future compensation or participation in the transaction at that time. Following this discussion, Kirkland sent to Goodwin a further revised draft of the merger agreement.

Also on June 2, 2017, we entered into a confidentiality agreement with another limited partner of GTCR, which agreement included customary non-disclosure and standstill provisions that allow such party to make confidential proposals to us at any time.

On June 2, 2017, Carlyle informed representatives of Credit Suisse that Carlyle was increasing its proposal to $21.50 per share, but that it would not be able to increase its proposal beyond $21.50 per share.

On June 3, 2017, representatives of Credit Suisse and Mr. Deming discussed Carlyle’s latest proposal of $21.50 per share, the fact that Carlyle indicated that it was not in a position to further increase its proposal, and the advisability of permitting Carlyle to partner with another financial sponsor in our sale process in order to encourage Carlyle to increase its offer. Mr. Deming communicated with each of the other members of the Special Committee, and after discussion, the members of the Special Committee agreed that if each of GTCR and Carlyle could increase its proposal to $21.75 per share, the Special Committee would permit them to discuss partnering with each other in order to consummate a proposed transaction with us.

Representatives of Credit Suisse then contacted Carlyle and informed them that the Special Committee had determined that Carlyle would be permitted to discuss partnering with GTCR on the proposed transaction provided that their joint offer price was at least $21.75 per share and that both Carlyle and GTCR agreed to work expeditiously to finalize the definitive documentation for the transaction.

Following discussions with Carlyle, representatives of Credit Suisse then contacted GTCR and informed them that the Special Committee had determined that Carlyle and GTCR would be permitted to discuss partnering on the proposed transaction provided that their joint offer price was at least $21.75 per share, that both Carlyle and GTCR agreed to work expeditiously to finalize the definitive documentation for the transaction and that Carlyle had indicated that it was interested in pursuing such a joint proposal for an acquisition of AMRI.

Following these discussions, GTCR and Carlyle met telephonically to discuss the terms and conditions on which they would be willing to pursue a joint acquisition of AMRI and subsequently informed Credit Suisse that they were willing to jointly proceed with the transaction at a price of $21.75 per share and expressed

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their desire to negotiate and execute a definitive merger agreement and related transaction documents within the next two days. Representatives of Goodwin sent a revised draft of the merger agreement and accompanying disclosure schedules of the Company to Latham.

Also on June 3, 2017, representatives of Credit Suisse contacted Party G to seek feedback from the prior day’s meetings with the AMRI management and the status of Party G’s consideration of a proposed transaction. Credit Suisse also indicated that the other participants in our sale process were significantly advanced in discussions with us with respect to a proposed transaction. Party G did not make a specific proposal on the call, and Credit Suisse and Party G agreed to continue discussions regarding Party G’s contemplated due diligence review of AMRI on June 5, 2017.

Later on June 3, 2017, Party G submitted to Credit Suisse a revised, non-binding written indication of interest to acquire all of our outstanding equity for consideration consisting of $22.50 per share in cash payable at the closing. The proposal also indicated that Party G intended to finance the merger consideration with a combination of debt from third parties and equity capital from Party G, indicated that Party G needed to complete its due diligence review and noted that Party G expected to be in a position to sign and announce a transaction within two to three weeks from receiving full access to all of our confidential information.

In the evening of June 3, 2017, representatives of Goodwin and Mr. Deming discussed the revised, non-binding written indication of interest received from Party G and agreed that Goodwin should contact Latham so that Carlyle and GTCR would be informed that higher offer price had been received from a third party in an effort to push Carlyle and GTCR to increase their proposed price above their current joint proposal of $21.75 per share.

In the morning of June 4, 2017, representatives of Goodwin and Latham held a teleconference to advise the Latham team that AMRI had received a non-binding indication of interest from a third party, which was not identified to Latham by name, that set forth a value in excess of the joint proposal price of Carlyle and GTCR. Goodwin and Latham discussed a number of matters in connection with receipt of this non-binding indication of interest, including a request from AMRI for a reduced termination fee in the event such party submitted a superior proposal for AMRI after the execution of a definitive merger agreement between Parent and AMRI, a request from AMRI for an increased price from Carlyle and GTCR, and a request from AMRI for AMRI to allow the third party to complete its due diligence review while simultaneously negotiating the terms of transaction with Carlyle and GTCR. Latham indicated that Carlyle and GTCR would not delay their discussions with AMRI in order for AMRI to continue discussions with the third party that had made the proposal, that Carlyle’s and GTCR’s joint proposal was conditioned upon finalizing definitive agreements promptly, and that Latham would discuss this development with Carlyle, Kirkland and GTCR.

Also on June 4, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin present for a portion of the meeting by invitation of the Special Committee. Goodwin and Credit Suisse provided an update regarding the recent interactions with Party G, including the submission by Party G of its revised non-binding indication of interest to acquire all of our outstanding equity for consideration consisting of $22.50 per share in cash. Representatives of Goodwin then updated the Special Committee regarding the discussion with Latham earlier that morning, including a request from AMRI for a reduced termination fee in the event a party already engaged in the process submitted a superior proposal for AMRI after execution of a definitive merger agreement between Parent and AMRI, a request from AMRI for an increased proposal price from Carlyle and GTCR, and a request from AMRI for AMRI to allow Party G to complete its due diligence review while simultaneously negotiating the terms of transaction with Carlyle and GTCR. The Special Committee also noted that Latham had indicated that Carlyle and GTCR would not delay their discussions with AMRI in order for AMRI to continue discussions with Party G. Representatives of Goodwin discussed with the Special Committee the fiduciary duties of the directors in the context of their consideration of the current status of the joint Carlyle and GTCR proposal and the revised non-binding proposal received from Party G. The Special Committee noted that any definitive merger agreement executed between AMRI and an acquirer would permit our board of directors to consider and act upon a superior proposal for the acquisition of the company following the execution of such definitive merger agreement pursuant to customary “deal protection” provisions for a transaction of this size and nature. The Special Committee discussed whether Party G realistically had the ability to complete its diligence review

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in the time period outlined in its non-binding indication of interest as compared to the period of time required for Carlyle and GTCR to complete their confirmatory due diligence review of the Company and its facilities in the U.S. and internationally, Party G’s ability to consummate a transaction of this size given its relative inexperience in evaluating, negotiating and consummating transactions of this size and nature or within our industry, and Party G’s ability to secure equity and debt financing for such a transaction. The Special Committee also discussed the proposed certainty of negotiating and executing a transaction with Carlyle and GTCR within only a few days and the likelihood that Carlyle and GTCR would not be willing to delay their discussions with AMRI in order for AMRI to continue discussions with Party G, and the proposed value that Carlyle and GTCR’s joint proposal of $21.75 would provide to AMRI’s stockholders. The Special Committee concluded that it would reconvene after receiving a response from Carlyle and GTCR.

During the day on June 4, 2017, representatives of Carlyle contacted Credit Suisse to indicate that Carlyle and GTCR were prepared to negotiate and execute a definitive merger agreement with AMRI within the next two days. Carlyle requested a limited period of time for exclusivity of negotiations. As directed by the Special Committee, Credit Suisse informed Carlyle that the Special Committee was not prepared to grant exclusivity at this time.

Also on June 4, 2017, representatives of Goodwin, Kirkland and Latham held a teleconference to discuss AMRI’s receipt of Party G’s non-binding indication of interest. On this teleconference, Kirkland and Latham informed Goodwin that: (1) neither Carlyle nor GTCR were willing to postpone or delay further discussions with AMRI in order for Party G to advance its discussions with AMRI and complete its diligence review of AMRI, and that Carlyle and GTCR would cease their efforts to pursue an acquisition of us if we delayed our discussions with them in order for Party G to advance its diligence review and negotiations with us; (2) Carlyle and GTCR did not have a specific proposal in response to AMRI’s termination fee request but that Carlyle and GTCR would consider the current circumstances in negotiating the size of our termination fee; (3) neither Carlyle nor GTCR were willing to further increase their proposed price; and (4) Carlyle and GTCR were requesting a period of exclusive negotiations for a limited number of days but that they intended to negotiate and execute a definitive merger agreement by the end of the day on June 5 ^th .

Later in the evening on June 4, 2017, the Special Committee met telephonically with members of management and representatives of Credit Suisse and Goodwin present for a portion of the meeting by invitation of the Special Committee. Goodwin provided an update regarding the discussions with Latham and Kirkland earlier in the day regarding Carlyle’s and GTCR’s response to Party G’s non-binding indication of interest, including Carlyle’s and GTCR’s unwillingness to increase their joint proposal price and Carlyle’s and GTCR’s joint position that they would cease their participation in our sale process if we delayed our discussions with them in order for Party G to advance its diligence review and negotiations with us. The Special Committee also discussed Carlyle’s and GTCR’s request for a period of exclusive negotiations and affirmed that no such exclusivity should be granted, particularly in view of Carlyle’s and GTCR’s desire to negotiate and execute a definitive merger agreement within the next two days. The Special Committee discussed, among other matters, the value offered to the AMRI stockholders by Carlyle’s and GTCR’s jointly proposed price from a financial point of view, the certainty of engaging in final negotiations with Carlyle and GTCR with a view to executing a definitive merger agreement with Carlyle and GTCR in the next two days, the certainty of value to the AMRI stockholders associated with Carlyle’s and GTCR’s joint proposal in view of the fact that Carlyle and GTCR are highly experienced, serial acquirors of public companies of similar size and complexity to AMRI, the fact that Party G did not have a similar profile and experience, the additional, significant time that the Special Committee believed would be required in order for Party G to complete its global due diligence review of AMRI based on discussions with Party G to date, the potential that Party G would reduce its proposed price following such diligence review or otherwise require other material terms for a transaction inferior to those proposed by Carlyle and GTCR, and the fact that Carlyle and GTCR expressed their unwillingness to continue participating in our sale process if AMRI were to continue discussions with Party G. Following this discussion, the Special Committee concluded that it was in the best interests of the AMRI stockholders to pursue final negotiations with Carlyle and GTCR with a view to announcing a transaction imminently and to not jeopardize the value being provided by Carlyle and GTCR by seeking to delay the final negotiation and execution of a definitive merger agreement with Carlyle and GTCR.

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Throughout the remainder of June 4, 2017 and June 5, 2017, representatives of Goodwin, Latham and Kirkland exchanged drafts of the merger agreement, the accompanying disclosure schedules, the equity commitment letters and the limited guarantees, and representatives of Goodwin, Latham, Kirkland, Carlyle, GTCR, Credit Suisse and the AMRI management team held various teleconferences to resolve outstanding issues regarding the merger agreement, the accompanying disclosure schedules, the equity commitment letters and the limited guarantees. Also on June 5, 2017, Carlyle and GTCR provided us with their debt financing commitment letter from Barclay’s and Morgan Stanley Senior Funding, Inc.

During the day on June 5, 2017, representatives of Credit Suisse held a teleconference with Party G to seek clarification on certain items included in Party G’s June 3 ^rd non-binding indication of interest, including the intended scope and timing of Party G’s due diligence review of AMRI and Party G’s ability and experience in acquiring companies of the size and complexity of AMRI (including by virtue of AMRI’s international footprint). Party G indicated that it could provide the financing for a proposed transaction with AMRI but did not specify any prior transactions that it had completed of the proposed size without a partner. In addition, Party G provided examples of other transactions it had consummated in the healthcare industry, but the number and size was significantly less than such transactions consummated by each of Carlyle, GTCR and other financial sponsors included earlier in the sale process. Lastly, Party G did not provide any reasonable basis as to how it could complete a comprehensive due diligence review of AMRI in a two to three week period when Carlyle and GTCR had required six weeks to complete the same.

On June 5, 2017, the Special Committee held a telephonic meeting at which members of management and representatives of Credit Suisse and Goodwin were present. At this meeting, Credit Suisse reviewed and discussed its financial analyses with respect to our Company and the proposed transaction and provided information regarding Credit Suisse’s material investment banking relationships with Carlyle, GTCR and Party G. Thereafter, at the request of the Special Committee, Credit Suisse rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of June 5, 2017, the fairness, from a financial point of view, to the holders of our common stock of the per share merger consideration to be received by such holders in the merger pursuant to the merger agreement. Goodwin again reviewed the fiduciary duties of the directors in connection with a potential sale of AMRI, and discussed in detail the material terms of the proposed merger agreement. The Special Committee asked numerous questions of management, Credit Suisse and Goodwin, and discussed the advantages and risks of the proposed transaction as described in the section entitled “—  Reasons for the Merger ” as well as many of the considerations discussed at the prior day’s Special Committee meeting. After discussion, the Special Committee unanimously recommended that the board of directors (1) determine that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AMRI stockholders, (2) adopt the merger agreement, and (3) recommend to AMRI stockholders that they adopt the merger agreement and approve the transactions contemplated thereby at a special meeting.

Following the meeting of the Special Committee, on June 5, 2017 our board of directors held a telephonic meeting at which members of management and representatives of Credit Suisse and Goodwin were present. At this meeting, at the request of the Special Committee, Credit Suisse reviewed with our board of directors its financial analyses with respect to our company and the proposed transaction and information regarding its material investment banking relationships with Carlyle, GTCR and Party G and confirmed that it had rendered its oral opinion to the Special Committee as to, as of June 5, 2017, the fairness, from a financial point of view, to the holders of our common stock of the per share merger consideration to be received by such holders in the merger pursuant to the merger agreement. Goodwin again reviewed the fiduciary duties of the directors in connection with a potential sale of AMRI, and discussed in detail the material terms of the proposed merger agreement. Our board of directors asked numerous questions of management, Credit Suisse and Goodwin, and discussed the advantages and risks of the proposed transaction as described in the section entitled “—  Reasons for the Merger ” as well as many of the considerations discussed at the prior day’s Special Committee meeting. After discussion, and upon recommendation of the Special Committee, the board unanimously adopted resolutions (1) determining that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AMRI stockholders, (2) adopting the merger agreement, and (3) recommending to AMRI stockholders that they adopt the merger agreement and approve the transactions contemplated thereby at a special meeting.

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The parties executed the merger agreement on June 5, 2017. On the morning of Tuesday, June 6, 2017, prior to the opening of the Nasdaq Stock Market, we issued a press release announcing that we had entered into the merger agreement.

Reasons for the Merger

During the course of its deliberations regarding the merger, our board of directors and the Special Committee held numerous meetings and consulted with our senior management, financial advisor and outside legal counsel, and reviewed, evaluated and considered numerous factors and a significant amount of information and data, including:

In reaching its decision to approve the merger agreement and the merger, and to recommend that AMRI stockholders adopt the merger agreement, our board of directors and the Special Committee considered the following positive reasons to support the merger agreement and the merger:

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In the course of its deliberations, our board of directors and the Special Committee also considered, among other things, the following negative factors:

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The preceding discussion of the information and factors considered by our board of directors and the Special Committee is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board of directors and the Special Committee did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching its determination. In considering the factors described above and any other factors, individual members of our board of directors and Special Committee may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, neither our board of directors nor the Special Committee undertook to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather our board of directors and the Special Committee conducted an overall analysis of the factors described above, including discussions with and questioning of our senior management, legal counsel and financial advisor.

Recommendation of AMRI’s Board of Directors

After careful consideration, our board of directors has unanimously approved the merger agreement and determined that the merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of AMRI and its stockholders. The board unanimously recommends that stockholders vote “FOR” the proposal to adopt the merger agreement and approve the transactions contemplated thereby.

Opinion of the Special Committee’s Financial Advisor

On June 5, 2017, Credit Suisse rendered its oral opinion to the special committee of the board (which we refer to as the “Special Committee”) (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as of June 5, 2017, as to the fairness, from a financial point of view, to the holders of AMRI common stock of the per share merger consideration to be received by such holders in the merger pursuant to the merger agreement.

Credit Suisse’s opinion was directed to the Special Committee, and only addressed the fairness, from a financial point of view, to the holders of AMRI common stock of the per share merger consideration to be received by such holders in the merger and did not address any other aspect or implication of the merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications, and limitations on the review

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undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, advice or a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matter relating to the merger.

In arriving at its opinion, Credit Suisse:

In connection with its review, Credit Suisse did not independently verify any of the foregoing information, and Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to Company Projections, management of AMRI advised Credit Suisse and Credit Suisse assumed that such financial forecasts have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of AMRI as to the future financial performance of AMRI. Credit Suisse expressed no view or opinion with respect to Company Projections or the assumptions upon which they were based and, at the direction of management of AMRI, Credit Suisse assumed that Company Projections were a reasonable basis on which to evaluate AMRI and the merger and relied upon such information for purposes of its analyses and opinion.

For purposes of its analyses and opinion, at the Special Committee’s direction Credit Suisse assumed that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on AMRI or the contemplated benefits of the merger, that the merger would be consummated in accordance with all applicable federal, state and local laws, and that the merger would be consummated in accordance with the terms of the merger agreement, without waiver, modification or amendment of any term, condition or agreement thereof that was material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of AMRI, nor was Credit Suisse furnished with any such evaluations or appraisals. With AMRI’s consent, Credit Suisse also assumed that the final form of the merger agreement, when executed by the parties thereto, would conform to the draft reviewed by Credit Suisse in all respects material to Credit Suisse’s analyses and opinion.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of AMRI common stock of the per share merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise or the fairness of

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the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, security holders or affiliates of any party to the merger, or class of such persons, relative to the per share merger consideration or otherwise. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, intellectual property, executive compensation or other similar professional advice. Credit Suisse assumed that AMRI had or would obtain such advice or opinions from the appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by Credit Suisse’s authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Credit Suisse’s attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the merger as compared to alternative transactions or strategies that might have been available to AMRI, nor did it address the underlying business decision of the Special Committee, AMRI’s board of directors, or AMRI to proceed with or effect the merger.

Credit Suisse’s opinion was for the information of the Special Committee in connection with its consideration of the merger. Credit Suisse’s opinion did not constitute a recommendation to the Special Committee or the board of directors with respect to the proposed merger or advice or a recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the proposed merger.

In preparing its opinion to the Special Committee, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods, and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to AMRI or the proposed merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The implied valuation reference ranges indicated by Credit Suisse’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond AMRI’s control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Credit Suisse’s opinion and analyses were provided to the Special Committee in connection with its consideration of the proposed merger and were among many factors considered by the Special Committee in evaluating the proposed merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the per share merger consideration or of the views of the Special Committee with respect to the proposed merger.

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The following is a summary of the material financial analyses performed in connection with the preparation of Credit Suisse’s opinion rendered to the Special Committee on June 5, 2017. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications, and limitations affecting, each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

For purposes of its analyses, Credit Suisse reviewed a number of financial metrics including:

Selected Companies Analyses

Credit Suisse considered certain financial data for AMRI and selected companies with publicly traded equity securities Credit Suisse deemed relevant. The selected companies are providers of active pharmaceutical ingredients or outsourced contract development and manufacturing services worldwide to branded and generic pharmaceutical companies and were selected because they were deemed to be similar to AMRI in one or more respects. Unless the context indicates otherwise, share prices for the selected companies used in the selected companies analysis described below were as of June 2, 2017. The estimates of AMRI’s future financial performance for the calendar years ending December 31, 2017 and 2018 used in the Selected Companies Analysis described below were based on Company Projections. Estimates of the future financial performance of the selected companies listed below for the calendar years ending December 31, 2017 and 2018 were based on publicly available research analyst estimates for those companies.

The financial data reviewed included:

The selected companies and corresponding multiples were:

		Enterprise Value/
		CY 2017E Adj. EBITDA				CY 2018E Adj. EBITDA
Patheon N.V. (1)			12.9x				10.9x
Catalent, Inc.			14.2x				13.2x
Cambrex Corporation			10.1x				9.9x
Siegfried Holding			12.8x				11.3x
Recipharm AB			12.5x				11.7x

Taking into account the results of the selected companies analysis, and its experience and professional judgment, Credit Suisse applied multiple ranges of 10.0x to 12.5x AMRI’s CY 2017E Adj. EBITDA and 9.5x to 11.5x AMRI’s CY 2018E Adj. EBITDA. The selected companies analysis indicated an implied valuation reference range of $17.00 to $27.50 per share of AMRI common stock, as compared to the proposed per share merger consideration of $21.75 per share of AMRI common stock in the merger pursuant to the merger agreement.

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Selected Transactions Analysis

Credit Suisse also considered the financial terms of certain business combinations and other transactions Credit Suisse deemed relevant. The selected transactions were selected because the target companies were providers of active pharmaceutical ingredients or outsourced contract development and manufacturing services worldwide to branded and generic pharmaceutical companies and were deemed to be similar to AMRI in one or more respects. The financial data reviewed included the implied Enterprise Value (based on the consideration proposed to be paid in the selected transactions as of the date of announcement) as a multiple of Adjusted EBITDA for the last twelve months, or “LTM Adj. EBITDA.” The selected transactions and corresponding multiples were:

Date Announced

Acquiror

Target

Enterprise Value (in millions)

Enterprise Value/LTM Adj. EBITDA

05/15/2017

Thermo Fisher Scientific, Inc.

Patheon N.V.

$

7,200

17.2x

12/15/2016

Lonza Group AG

Capsugel S.A.

$

5,500

15.1x

06/01/2016

Partners Group

PCI Pharma Services

$

~1,100

~10.5x

05/05/2016

Albany Molecular Research, Inc.

Prime European Therapeuticals S.p.A (Euticals)

$

358

13.3x

04/18/2016

Recipharm AB

Kemwell AB

$

206

15.5x

09/30/2014

Consort Medical plc

Aesica Pharmaceuticals Ltd.

$

374

11.5x

11/19/2013

DPx Holdings B.V.

Patheon N.V.

$

1,938

13.3x

11/19/2013

DPx Holdings B.V.

DSM Pharmaceutical Products

$

670

12.6x

08/06/2012

BC Partners

Aenova Group

$

621

9.4x

04/04/2011

KKR & Co LP

Capsugel S.A.

$

2,375

11.3x

01/25/2007

Blackstone Group

Cardinal Health, Inc. (Pharmaceutical Technologies and Services Segment (Catalent))

$

3,300

9.9x

Taking into account the results of the selected transactions analysis and its experience and professional judgment, Credit Suisse applied a multiple range of 10.5x to 15.0x to AMRI’s LTM Adj. EBITDA as of March 31, 2017. The selected transactions analysis indicated an implied valuation reference range of $15.75 to $27.00 per share of AMRI common stock as compared to the proposed per share merger consideration of $21.75 per share of AMRI common stock in the merger pursuant to the merger agreement.

Discounted Cash Flow Analysis

Credit Suisse also performed a discounted cash flow analysis of AMRI. For purposes of its discounted cash flow analysis, Credit Suisse calculated the net present value of the unlevered free cash flows that AMRI management projected that AMRI will generate for the 9 months ending December 31, 2017 and the fiscal years ending December 31, 2018 through December 31, 2021 and an illustrative terminal value based on the Company Projections. For purposes of the discounted cash flow analysis, share based compensation was treated as a cash expense. For purposes of its discounted cash flow analysis, Credit Suisse used an estimate of AMRI’s perpetuity growth rate ranging from 2.0% to 3.0% applied to a normalized terminal year projected 2021E adjusted EBITDA, each as prepared and provided to Credit Suisse by the management of AMRI and discount rates ranging from 7.75% to 9.75% based on an estimate of AMRI’s weighted average cost of capital. The discounted cash flow analysis of AMRI indicated an implied valuation reference range of $16.50 to $32.00 (rounded to the nearest $0.25) per share of AMRI common stock as compared to the proposed per share merger consideration of $21.75 per share of AMRI common stock in the merger pursuant to the merger agreement.

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Other Information Reviewed

Historical Trading Range

Credit Suisse also noted for informational purposes the low and high intra-day trading prices of AMRI common stock for the 52-week period ending June 2, 2017 of $12.50 and $20.50 (rounded to the nearest $0.25).

Premiums in Selected Leveraged Buyout Transactions

Credit Suisse also noted for informational purposes that applying the 25 ^th percentile premium (15%) and 75 ^th percentile premium (63%) paid in selected leveraged buyout transactions with enterprise values greater than $500 million to the closing price of AMRI common stock on April 5, 2017 (the date of the Debtwire article) resulted in implied values per share of AMRI common stock of $15.25 and $21.75 (rounded to the nearest $0.25).

Premiums in Selected All-Cash Transactions

Credit Suisse also noted for informational purposes that applying the 25 ^th percentile premium (17%) and 75 ^th percentile premium (64%) paid in selected all-cash transactions with enterprise values greater than $500 million to the closing price of AMRI common stock on April 5, 2017 (the date of the Debtwire article) resulted in implied values per share of AMRI common stock of $15.75 and $22.00 (rounded to the nearest $0.25).

Leveraged Buyout Analysis

Credit Suisse also noted for informational purposes that a leveraged buyout analysis assuming 6.5x maximum leverage, an internal rate of return ranging from 17.5% to 22.5% and an exit multiple range from 9.5x to 12.5x normalized terminal year 2021E adjusted EBITDA resulted in an implied value per share of AMRI common stock ranging from $16.00 to $26.25 (rounded to the nearest $0.25).

Other Matters

The Special Committee retained Credit Suisse as its financial advisor in connection with a potential sale of AMRI or other similar transaction based on Credit Suisse’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Credit Suisse will receive a transaction fee currently estimated to be approximately $16 million contingent upon the consummation of the merger. In addition, AMRI has agreed to reimburse Credit Suisse for certain of its expenses and indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

Credit Suisse and its affiliates have in the past provided investment banking and financial services to Parent and/or certain of its affiliates, including affiliates and portfolio companies of investment funds affiliated or associated with Carlyle Investment Management L.L.C. and GTCR LLC (collectively, the “Sponsor Group”) for which Credit Suisse and its affiliates have received and would expect to receive compensation including, among other things, during the past two years (i) with respect to Carlyle, having provided or otherwise participated in the refinancing and recapitalization of Pharmaceutical Product Development, Inc. in 2015 and 2017, respectively, having provided or otherwise participated in the financing for the acquisition of Novolex Holdings, Inc. by an affiliate of Carlyle in 2016, having provided or otherwise participated in the financing for the acquisition of Arctic Glacier Inc. by an affiliate of Carlyle in 2017, having participated in the sale of a block of shares of Booz Allen Hamilton Inc. by an affiliate of Carlyle in 2016, having provided or otherwise participated in the financing of the acquisition of Atotech Gmbh by an affiliate of Carlyle in 2017 and having acted as joint arranger and joint bookrunner of an offering of debt securities by NBTY, Inc. in 2016, for which services Credit Suisse and its affiliates received aggregate fees of approximately $55 million and (ii) with respect to GTCR, having provided financial advisory services and having provided and/or otherwise participated in the financing for the acquisition of Inteliquent, Inc. by Onvoy, LLC, in 2017, for which advice and services Credit Suisse and its affiliates received aggregate fees of approximately $20 million. Credit Suisse and/or its affiliates are also lenders to members of Carlyle and GTCR. Credit Suisse and its affiliates may have provided other investment banking and financial services, and may in the future provide investment

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banking and financial services, to AMRI, Parent and/or certain of their respective affiliates including members of the Sponsor Group, in each case the nature of which and approximate aggregate fees for which were disclosed to the Special Committee during our sales process. Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for it and its affiliates’ own accounts and the accounts of customers, equity, debt, and other securities and financial instruments (including bank loans and other obligations) of AMRI, Parent, members of the Sponsor Group and any other company that may be involved in the merger, as well as provide investment banking and other financial services to such companies and their affiliates.

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changes or expenses as a result of the merger or any effects of the merger. There can be no assurance that the financial results in the financial projections will be realized, or that future actual financial results will not materially vary from those estimated in the financial projections.

AMRI uses financial information that has not been prepared in accordance with GAAP, including adjusted EBITDA and adjusted EBIT. We use these non-GAAP financial measures in analyzing our financial results and believe that they enhance investors’ understanding of our financial performance and the comparability of our results to prior periods, as well as against the performance of other companies. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. AMRI’s calculation of non-GAAP financial measures may differ from others in its industry and adjusted EBITDA and adjusted EBIT are not necessarily comparable with similar titles used by other companies.

The following is a summary of management’s financial projections for fiscal years 2017 through 2021 (dollars in millions):

		Management Projections (1)																				Normalized Terminal Year (1)
		2017E				2018E				2019E				2020E				2021E
Total Revenue			730				804				875				921				972				960
Adjusted EBIT (Excluding Share-Based Compensation)			99				130				164				178				204				191
Adjusted EBITDA			140				171				206				222				248				236
Unlevered Free Cash Flow (2)			37				65				86				108				127				119

The inclusion of selected elements of the financial projections in the table and accompanying narrative above should not be regarded as an indication that AMRI and/or any of our affiliates, officers, directors, advisors or other representatives consider the financial projections to be predictive of actual future events, and this information should not be relied upon as such. None of AMRI and/or our affiliates, officers, directors, advisors or other representatives gives any AMRI stockholder or any other person any assurance that actual results will not differ materially from the financial projections and, except as otherwise required by law, AMRI and/or our affiliates, officers, directors, advisors or other representatives undertake no obligation to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date on which the financial projections were prepared or to reflect the occurrence of future events, even in the event that any or all of the assumptions and estimates underlying the financial projections are shown to be in error. We have made no representation to Parent or Merger Sub concerning the financial projections in the merger agreement or otherwise.

In light of the foregoing factors and the uncertainties inherent in the financial projections, AMRI stockholders are cautioned not to place undue, if any, reliance on such financial projections.

Financing

General .  AMRI and Parent estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $1.955 billion. Parent expects this amount to be funded through a combination of the following:

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Equity Financing.   On June 5, 2017, each of the Investors/Guarantors entered into an equity commitment letter (the “Equity Commitment Letters”) with Parent pursuant to which the Investors/Guarantors committed to contribute (or cause to be contributed) to Parent up to $995 million in cash in the aggregate in exchange for equity and/or debt securities of Parent. The equity commitment of the Investors/Guarantors is subject to the following conditions:

The obligation of each Investor/Guarantor to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of: (1) the satisfaction in full of all obligations of Parent and/or Merger Sub in connection with the closing in accordance with the merger agreement; (2) the valid termination of the merger agreement in accordance with its terms; (3) AMRI or any of its affiliates asserting specified prohibited claims against the Investor/Guarantor, Parent, Merger Sub or certain of their respective affiliates; or (4) the Investor/Guarantor’s payment in full of its obligations under the limited guarantee executed by the Investor/Guarantor in favor of AMRI (as described in more detail under “Limited Guarantees”).

AMRI is an express third-party beneficiary of the Equity Commitment Letters and has the right to seek specific performance of the obligations of the Investors/Guarantors under the Equity Commitment Letters under certain circumstances.

Debt Financing.   In connection with the entry into the merger agreement, Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Goldman Sachs Bank USA, Jefferies Finance LLC, and Mizuho Bank, Ltd. (together, the “Lenders”), provided commitments to Merger Sub under an amended and restated commitment letter dated June 27, 2017 (the “Debt Commitment Letter”), which provides for a commitment that adds up to the full amount of the debt financing subject to terms and express conditions. Under the Debt Commitment Letter, the Lenders have committed to provide an aggregate principal amount of $960 million in debt financing, consisting of $720 million in senior secured first-lien credit facilities (consisting of a $100 million multi-currency revolving credit facility and a $620 million first-lien term loan facility) and a $240 million senior secured second-lien credit facility.

The Lenders’ obligation to provide the debt financing under the Debt Commitment Letter is subject to customary conditions, including the following (subject to certain exceptions and qualifications as set forth in the Debt Commitment Letter):

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The commitment of the Lenders under the Debt Commitment Letter expires upon the earliest of (1) five business days after the end date under the merger agreement as in effect on June 5, 2017 (if the initial borrowing has not occurred prior to that date), (2) the funding of the debt financing, (3) the valid termination of the merger agreement without the use of the debt financing, and (4) the completion of the merger without the use of the debt financing. In addition, subject to certain surviving provisions and obligations, Merger Sub may at any time terminate the commitments under the Debt Commitment Letter.

Limited Guarantees

Concurrently with the execution of the merger agreement, each of the Investors/Guarantors has executed and delivered a limited guarantee in favor of AMRI (collectively, the “Limited Guarantees”), pursuant to which each Investor/Guarantor has agreed, subject to the terms and conditions of the Limited Guarantee, to guarantee, on a several basis, the payment of its applicable percentage of Parent’s obligations to pay the Parent termination fee (as described in more detail under “ The Merger Agreement — Termination Fees ”), certain reimbursement and indemnification obligations in connection with the debt financing and certain actions taken with respect to AMRI’s Note Hedge Instruments and Warrants, and certain collection and interest payment obligations under the merger agreement, which are referred to as the “Guaranteed Obligations.” The Guaranteed Obligations of GTCR are subject to a cap in an amount equal to GTCR’s applicable percentage of the Guaranteed Obligations, minus any portion of the Guaranteed Obligations actually paid to AMRI by Parent or Merger Sub. The Guaranteed Obligations of Carlyle are subject to a cap in an amount equal to Carlyle’s applicable percentage of the Guaranteed Obligations, minus any portion of the Guaranteed Obligations actually paid to AMRI by Parent or Merger Sub.

Each of the Limited Guarantees will terminate upon the earliest to occur of:

In the event that AMRI or any of its affiliates asserts in any litigation or other legal proceeding relating to a Limited Guarantee that certain provisions of the Limited Guarantee are illegal, invalid, or unenforceable or that the Investor/Guarantor is liable in excess of the cap or other specified permitted claims, then (1) the obligations of such Investor/Guarantor under such Limited Guarantee will terminate, (2) if such Investor/Guarantor has previously made any payments under its Limited Guarantee, it will be entitled to recover such payments from AMRI and (3) the Investor/Guarantor will not have any liability to AMRI with respect to the merger agreement or such Limited Guarantee.

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Interests of AMRI’s Directors and Executive Officers in the Merger

General.   In considering the recommendation of our board of directors that you vote to adopt the merger agreement and approve the transactions contemplated thereby, you should be aware that, aside from their interests as stockholders of AMRI, AMRI’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other stockholders of AMRI generally. Members of the board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to AMRI stockholders that the merger agreement be adopted. See the section entitled “ The Merger (Proposal 1) — Reasons for the Merger .” AMRI stockholders should take these interests into account in deciding whether to vote “ FOR ” the proposal to adopt the merger agreement and to approve the transactions contemplated thereby. These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

AMRI’s directors and executive officers are as follows:

Name		Position
William S. Marth		President and Chief Executive Officer, Director
Milton Boyer		Senior Vice President, Drug Product
Christopher M. Conway		Senior Vice President, Discovery, Development & Analytical Services
Margalit Fine		Executive Vice President, API
Steven R. Hagen, Ph.D.		Senior Vice President, Quality and Compliance
Lori M. Henderson		Senior Vice President, Secretary, General Counsel, and Head of Business Development
Felicia I. Ladin		Senior Vice President, Chief Financial Officer, and Treasurer
George Svokos		Chief Operating Officer
Thomas E. D’Ambra, Ph.D.		Chairman of the Board of Directors
David H. Deming		Director
Gerardo Gutiérrez		Director
Kenneth P. Hagen		Director
Anthony J. Maddaluna		Director
Fernando Napolitano		Director
Kevin O’Connor		Director

Equity-Based Awards.   The following table identifies for each of our executive officers and directors: (i) the number of shares subject to each type of outstanding equity award (AMRI stock options, RSUs, PSUs, and restricted stock awards), (ii) the weighted average exercise price of his or her outstanding AMRI stock options, (iii) the aggregate value of each type of equity award payable in the merger, and (iv) the total consideration payable in respect of his or her equity awards in the merger (not reflecting any withholdings). All equity awards, including those held by our executive officers and directors, will be fully vested in accordance with their terms and cashed out in connection with the merger, including PSUs. The following table assumes that (A) the closing of the merger occurs on September 1, 2017, and (B) no AMRI stock options are exercised, no PSUs are deemed earned as described in footnote 3 accompanying this table, no RSUs or shares of restricted stock are settled or forfeited, and no dividends are paid with respect to AMRI common stock, in each case, between the date of this proxy statement and the closing of the merger. The estimated aggregate amounts set forth below are based on the merger consideration of $21.75 payable in cash, without interest, for each share of AMRI common stock, net of the applicable exercise price (for AMRI stock options only), multiplied by the total number of shares of AMRI common stock subject to each applicable award.

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		Stock Options												RSU Awards								PSU Awards								Restricted Stock Awards
		Aggregate Number of Shares Subject to Outstanding Stock Options (#)				Weighted Average Exercise Price ($)				Aggregate Stock Option Payment ($) (1)				Number of RSUs (#)				Aggregate RSU Payment ($) (2)				Number of PSUs (#)				Aggregate PSU Payment ($) (3)				Number of shares of Restricted Stock (#)				Aggregate Restricted Stock Award Payment ($) (4)				Total Equity Award Consideration
Executive Officers
William S. Marth			188,188				17.65				771,571				44,993				978,598				135,884				2,955,477				83,452				1,815,081				6,520,727
Milton Boyer			58,920				17.39				256,891				8,765				190,639				16,276				354,003				14,368				312,504				1,114,037
Christopher M. Conway			109,949				11.28				1,151,166				7,845				170,629				15,932				346,521				9,420				204,885				1,873,201
Margalit Fine			21,725				18.41				72,562				4,413				95,983				21,624				470,322				—				—				638,867
Steven R. Hagen, Ph.D.			107,331				13.88				844,695				9,720				211,410				18,956				412,293				10,958				238,337				1,706,735
Lori M. Henderson			249,752				10.26				2,869,650				13,745				298,954				26,176				569,328				13,514				293,930				4,031,862
Felicia I. Ladin			172,478				17.03				814,096				14,678				319,247				28,060				610,305				19,118				415,817				2,159,465
George Svokos			247,208				13.61				2,012,273				18,439				401,048				35,716				776,823				15,941				346,717				3,536,861
Non-Employee Directors
Thomas E. D’Ambra, Ph.D.			129,980				7.27				1,882,110				3,802				82,694												99,207				2,157,752				4,122,556
David H. Deming			9,358				18.41				31,256				3,802				82,694				—				—				—				—				113,950
Gerardo Gutiérrez			15,898				17.32				70,428				3,802				82,694				—				—				—				—				153,122
Kenneth P. Hagen			9,358				18.41				31,256				3,802				82,694				—				—				—				—				113,950
Anthony J. Maddaluna			15,898				17.32				70,428				3,802				82,694				—				—				—				—				153,122
Fernando Napolitano			9,358				18.41				31,256				3,802				82,694				—				—				—				—				113,950
Kevin O’Connor			92,347				9.57				1,124,786				3,802				82,694				—				—				—				—				1,207,480

Special Bonus Payments.   AMRI will provide each member of the Special Committee of our board of directors, which was established to evaluate the merger, with a special bonus payment of $25,000 and $50,000 for the chairman, in each case for his additional time commitment and service on the Special Committee. The special bonus payments to the members of the Special Committee are not contingent upon consummation of the merger. The Special Committee members are David Deming (chairman), Kenneth Hagen, Kevin O’Connor and Anthony Maddaluna. Such one-time payments will be paid upon consummation of the merger.

Employment Agreements.   Select employees, including certain of AMRI’s executive officers, are party to employment agreements that provide for (1) severance benefits in the event of an involuntary termination of employment by AMRI without Cause (as defined in the respective employment agreement and not due to death or disability), or by the executive officer for Good Reason (as defined in the respective employment agreement) (each, a “qualifying termination”), (2) certain enhanced severance benefits if such qualifying termination occurs within two years following a Change of Control (as defined in the respective employment agreement) and (3) certain Change of Control benefits that are provided regardless of whether a qualifying

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termination occurs. The contemplated merger would constitute a Change of Control under each of the employment agreements with AMRI’s executive officers. The following description sets forth the material terms of the agreements with AMRI’s executive officers.

Mr. Marth .  The employment agreement with Mr. Marth provides that in the event of a qualifying termination, subject to his timely execution and non-revocation of an effective general release of claims in favor of AMRI, he would be entitled to the following:

The employment agreement with Mr. Marth provides that in the event of a termination of employment due to death or permanent disability, he would be entitled to a pro-rated annual bonus (determined based on actual performance for the year of termination) and, in the case of a permanent disability, health and dental insurance continuation for twelve months following termination.

Other Executive Officers .  The employment agreements with each of Ms. Henderson, Ms. Ladin, Dr. Hagen, Mr. Conway, Mr. Boyer and Mr. Svokos provide for the following payments and benefits in the event of a qualifying termination, subject to the applicable executive officer’s timely execution and non-revocation of an effective general release of claims in favor of AMRI:

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The employment agreements with each of Ms. Henderson, Ms. Ladin, Dr. Hagen, Mr. Conway, Mr. Boyer and Mr. Svokos provide that in the event of a termination of employment due to death or permanent disability, he or she would be entitled to a pro-rated annual bonus (determined based on actual performance for the year of termination) and, in the case of a permanent disability, health and dental insurance continuation for twelve months following termination.

In addition, pursuant to the terms of his or her respective employment agreement, upon a Change of Control (regardless of whether a qualifying termination has occurred), each of the executive officers (other than Mr. Marth and Ms. Fine) is entitled to (i) full vesting of all AMRI contributions made to AMRI’s 401(k) plan, profit sharing or other retirement accounts made on such executive officer’s behalf and (ii) a pro-rated annual bonus (determined based on target performance for the year in which the Change of Control occurred), which will become payable within 30 days of a Change of Control. Pursuant to the terms of the merger agreement, the parties agreed that Mr. Marth and Ms. Fine would be entitled to a similar arrangement with respect to the pro-rated annual bonus and also would receive his or her pro-rated target bonus within 30 days of a Change of Control (which in the case of Mr. Marth would accelerate, but not augment, the pro-rated bonus to which he is entitled to under his employment agreement in the event of a qualifying termination). Each employment agreement with AMRI’s executive officers also provides for full vesting of all equity awards upon a Change of Control.

In consideration of the payments and benefits under his or her employment agreement, each executive officer has also entered into an Employee Non-Disclosure, Proprietary Information, Inventions, and Non-Solicitation Agreement, which outlines restrictions relating to confidentiality and non-solicitation of AMRI’s employees for a certain period.

Each of the employment agreements (other than the directorship agreement with Ms. Fine discussed below) contains a “best after-tax benefit” provision, which provides that, to the extent that the amount of any compensation, payment or distribution paid, payable, distributed or distributable to an executive officer under such agreement or otherwise (the “Change in Control Payments”) would be subject to the federal tax levied on certain “excess parachute payments” under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), AMRI will either (i) pay the executive officer the full amount of the Change in Control Payments, or (ii) reduce his or her Change in Control Payments such that no Section 4999 excise tax would be due. AMRI will pay the full amount of the Change in Control Payments if the Change in Control Payments reduced by the sum of (A) the Section 4999 excise tax and (B) the total of all federal, state, local and employment taxes payable by the executive on the amount of the Change in Control Payments in excess of the executive’s Section 280G safe harbor amount are greater than or equal to the executive’s Section 280G safe harbor amount.

Ms. Fine .  Pursuant to a directorship agreement with Ms. Fine, in the event Ms. Fine’s employment is terminated as a “Good Leaver,” which includes Ms. Fine’s resignation upon request of AMRI for reasons other than “Just Cause” (as defined in such directorship agreement) or due to any material breach by AMRI of its obligations under such directorship agreement, she would be entitled to a “termination indemnity” (as defined in her directorship agreement) equal to her base salary payable over the remaining term of the directorship agreement plus the pro rata bonus accrued up to the date of termination.

For an estimate of the value of the payments and benefits described above that would become payable to AMRI’s named executive officers under the employment agreements in the event of a qualifying termination in connection with the merger, see “ — “Golden Parachute” Compensation for AMRI’s Named Executive Officers ,” and the assumptions set forth under that subheading, below.

Indemnification and Insurance.   Pursuant to the terms of the merger agreement, AMRI’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See “ The Merger Agreement — Other Covenants and Agreements — Indemnification of Directors and Officers; Insurance ” on page 78 below for a description of such ongoing indemnification and insurance coverage obligations.

“ Golden Parachute ” Compensation for AMRI’s Named Executive Officers.   The information set forth below is intended to comply with Item 402(t) of Regulation S-K regarding specified compensation that is based on or

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otherwise relates to the merger that is payable or may become payable to each of AMRI’s named executive officers who were named executive officers in AMRI’s most recent filing with the SEC under the Securities Act of 1933 or the Exchange Act (the “named executive officers”). This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules.

The table below sets forth an estimate of the approximate values of “golden parachute” compensation that may become payable to our named executive officers in connection with the merger as described in this proxy statement. The table assumes that (i) the closing of the merger will occur on September 1, 2017, (ii) a qualifying termination of employment occurs immediately following the closing of the merger, (iii) no withholding tax amounts are deducted from any payments set forth in the table, (iv) no payments are delayed for six months to the extent required under Section 409A of the Code and (v) no payments are subject to reduction to the extent required by the terms of any applicable employment agreement to account for the application of Section 4999 of the Code to such payments. The amounts set forth in the table are estimates based on the $21.75 per share merger consideration. As a result of these assumptions and estimates, and the additional assumptions and estimates described in the footnotes accompanying this table, the actual amounts, if any, that a named executive officer ultimately receives may materially differ from the amounts set forth in the below table. For additional details regarding the terms of the payments described below, see the discussion above in this section.

Name		Cash ($) (1)				Equity ($) (2)				Perquisites/ Benefits ($) (3)				Total ($)
William Marth			2,788,788				6,440,101				38,520				9,267,409
Felicia I. Ladin			1,103,473				1,877,620				25,817				3,006,910
Lori M. Henderson			1,077,631				1,576,698				31,125				2,685,454
Steven R. Hagen			1,001,396				1,171,936				31,125				2,204,457
George Svokos			1,297,292				2,030,743				31,125				3,359,160

Name		Cash Severance ($)				Pro-Rata Target Annual Bonus ($)
William Marth			2,451,400				337,388
Felicia I. Ladin			960,750				142,723
Lori M. Henderson			938,250				139,381
Steven R. Hagen			871,875				129,521
George Svokos			1,129,500				167,792

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Name		Company Stock Options ($)				RSU Awards ($)				PSU Awards ($)				Restricted Stock ($)				Total ($)
William Marth			690,945				978,598				2,955,477				1,815,081				6,440,101
Felicia I. Ladin			532,252				319,247				610,305				415,817				1,877,621
Lori M. Henderson			414,487				298,954				569,328				293,930				1,576,699
Steven R. Hagen			309,897				211,410				412,293				238,337				1,171,937
George Svokos			506,155				401,048				776,823				346,717				2,030,743

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. Following the public announcement of the transaction, representatives of Carlyle and GTCR discussed with our executive officers the general terms and structure of equity incentive compensation that may be offered to our executive officers and other employees following the closing of merger, though no agreements were reached regarding such structure or any grant of any equity incentive compensation. Prior to or following the closing of the merger, however, some or all of our executive officers or other employees may further discuss or enter into agreements with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of the material U.S. federal income tax consequences of the merger to holders of common stock whose shares are exchanged for cash pursuant to the merger. This discussion does not address U.S. federal income tax consequences with respect to non-U.S. holders except to the extent specifically described below. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury regulations, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address the alternative minimum tax or any tax considerations under state, local, or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service or the courts and, therefore, the tax consequences of the merger described herein could be subject to challenge, which could be sustained. No ruling is intended to be sought from the Internal Revenue Service with respect to the merger.

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For purposes of this discussion, the term “U.S. holder” means a beneficial owner of common stock that is for U.S. federal income tax purposes:

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of common stock, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, that is not a U.S. holder.

This discussion applies only to U.S. holders of shares of common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a U.S. holder in light of its particular circumstances, or that may apply to a U.S. holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, controlled foreign corporations, passive foreign investment companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, U.S. holders who hold shares of common stock as part of a hedge, straddle, constructive sale, or conversion transaction, U.S. holders who will hold, directly or indirectly, an equity interest in the surviving corporation, and U.S. holders who acquired their shares of common stock through the exercise of employee stock options or other compensation arrangements).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of common stock, you should consult your tax advisor.

Holders of common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, and any state, local, foreign or other tax laws.

Consequences to U.S. Holders.   The receipt of cash by U.S. holders in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign, and other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) the U.S. holder’s adjusted tax basis in such shares.

If a U.S. holder’s holding period in the shares of common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. If a U.S. holder’s holding period in the shares of common stock surrendered in the merger is one year or less as of the date of the merger, the gain or loss will be short-term capital gain or loss, with any short-term capital gain generally subject to tax at rates as high as the rates applicable to ordinary income. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a

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U.S. holder acquired different blocks of common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of common stock.

Consequences to Non-U.S. Holders.   A non-U.S. holder whose shares of common stock are converted into the right to receive cash in the merger generally will not be subject to U.S. federal income taxation unless:

Any gain recognized by a non-U.S. holder described in the first bullet above generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such holder were a “U.S. person” as defined under the Code. A non-U.S. holder that is a corporation may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the U.S. business.

Gain described in the second bullet above generally will be subject to U.S. federal income tax at a flat 30% rate, but may be offset by certain U.S. source capital losses, if any, of the non-U.S. holder.

With respect to the third bullet above, in connection with the merger agreement, AMRI intends to provide Parent with a certificate attesting to the fact that it will not have been a USRPHC at any time during the relevant period. However, if AMRI does not provide such a certificate, Parent will withhold on the proceeds paid to a non-U.S. holder of the disposition of its common stock in connection with the merger. Non-U.S. holders who are subject to withholding in excess of their actual tax liability may seek a refund of such excess provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

Information Reporting and Backup Withholding.   Payments made in exchange for shares of common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 28%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. In general, a non-U.S. holder will not be subject to U.S. federal backup withholding and information reporting with respect to cash payments to the non-U.S. holder pursuant to the merger if the non-U.S. holder has provided an Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E, as applicable (or an Internal Revenue Service Form W-8ECI if the non-U.S. holder’s gain is effectively connected with the conduct of a U.S. trade or business).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

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This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock should consult their tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax and the effect of any federal, state, local, foreign, and other tax laws.

Regulatory Approvals

Antitrust Approval in the U.S.   Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. On June 12, 2017, both AMRI and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC. On June 26, 2017, the FTC granted early termination of the waiting period under the HSR Act applicable to the merger. With such early termination, the condition to the merger relating to the expiration or termination of the HSR Act waiting period has been satisfied.

At any time before or after the effective time, the Antitrust Division or the FTC could take action under the antitrust laws, including seeking to prevent the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets of AMRI or Parent or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Antitrust Approval in Non-U.S. Jurisdictions.   The merger is also conditioned on the expiration or termination of any applicable waiting period (and any extension thereof) or receipt of any necessary approval or clearance required by the European Union and the Israeli Antitrust Authority.

Foreign antitrust authorities in this or other jurisdictions may take action under the antitrust laws of their jurisdictions including, without limitation, seeking to enjoin the completion of the merger or permitting completion of the merger subject to regulatory conditions. There can be no assurance that a challenge to the merger under foreign antitrust laws will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A, and is incorporated by reference into this proxy statement. This summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The Merger

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time, Merger Sub will be merged with and into AMRI and, as a result of the merger, the separate corporate existence of Merger Sub will cease and AMRI will continue as the surviving corporation and become a wholly-owned subsidiary of Parent. As the surviving corporation, the separate corporate existence of AMRI, and all of its rights, privileges, immunities, powers, and franchises, will continue unaffected by the merger.

The closing of the merger will occur as soon as practicable but in any event no later than two business days after all of the conditions set forth in the merger agreement and described under “—  Conditions to the Merger ” are satisfied or waived, to the extent permitted under the merger agreement, or at such other time as agreed to in writing by the parties unless the merger agreement has been terminated pursuant to its terms. Subject to certain conditions pursuant to the merger agreement, the closing shall not occur prior to the second business day following the termination of the marketing period in connection with the debt financing (the “Marketing Period”), which Marketing Period shall terminate no earlier than July 23, 2017 unless the debt financing is consummated prior to such date.

The merger will become effective when the certificate of merger has been duly filed with the Delaware Secretary of State or at a later time as agreed to by the parties and specified in the certificate of merger. The merger is expected to be completed no later than the third quarter of 2017. However, the parties cannot predict the exact timing of the completion of the merger or whether the merger will be completed at an earlier or later time, as agreed by the parties, or at all.

Effect of the Merger on Capital Stock

Subject to the terms of the merger agreement, at the effective time, each share of our common stock outstanding immediately prior to the effective time, other than shares owned by AMRI (or any direct or indirect subsidiary of AMRI), Parent, Merger Sub, and holders who are entitled to and properly exercise appraisal rights under the DGCL, will be converted automatically into and will represent the right to receive $21.75 in cash, without interest and less any applicable withholding taxes.

At the effective time, each share that is owned directly by AMRI (or any direct or indirect subsidiary of AMRI), Parent or Merger Sub immediately prior to the effective time will be cancelled and will cease to exist and no consideration will be delivered in exchange for such cancellation.

At the effective time, each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding shares of capital stock of the surviving corporation.

Treatment of Company Equity Awards

AMRI Stock Options.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each AMRI stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the effective time will be automatically converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) the excess, if any, of $21.75 over the per share exercise price of such AMRI stock option and (2) the aggregate number of shares of AMRI common stock that were issuable upon exercise or settlement of such AMRI stock option immediately prior to the effective time. However, if the exercise price of an AMRI stock option is equal to or greater than $21.75, then such

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AMRI stock option will be cancelled and terminated at the effective time without any cash payment being made in respect of such AMRI stock option. The cancellation of an AMRI stock option shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such AMRI stock option.

Restricted Stock.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding share of AMRI restricted stock will become fully vested and the restrictions with respect thereto shall lapse and each such share shall be converted into the right to receive an amount in cash equal to $21.75 (less any applicable tax withholdings) and shall be treated in the same manner as the other shares of AMRI common stock.

Restricted Stock Unit Awards.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding AMRI restricted stock unit that is not subject to performance based vesting, or RSU, whether or not fully vested, will be automatically cancelled in exchange for the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the number of shares of AMRI common stock subject to such RSU.

Performance-Based Restricted Stock Unit Awards.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, the performance-based conditions to which each outstanding AMRI performance-based restricted stock unit, or PSU, is subject will be deemed fully earned at the greater of (i) 100% of target performance or (ii) actual performance measured as of the effective time, and to the extent earned, each PSU will be converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the resulting number of shares of AMRI common stock deemed earned pursuant to such PSU.

Phantom Stock Awards.   Except as otherwise agreed upon with AMRI and Parent, as of the effective time, each outstanding AMRI phantom stock award will be converted into the right to receive an amount in cash (less any applicable tax withholdings) equal to the product of (1) $21.75 and (2) the number of shares of AMRI common stock subject to such AMRI phantom stock award.

Treatment of AMRI’s ESPP

The current offering period under AMRI’s 1998 Employee Stock Purchase Plan (the “ESPP”) ended on June 30, 2017, and pursuant to the merger agreement, such offering period was the last permissible offering period under the ESPP. Following the date of the merger agreement, no new participants may join the ESPP nor may any existing participants increase their rates of contribution or purchase elections from those in effect on the date of the merger agreement. There will be no subsequent offering periods under the ESPP, and the ESPP will be terminated on the date immediately prior to the date on which the effective time occurs, subject to completion of the merger. Each ESPP participant’s accumulated contributions under the current offering period shall be used to purchase shares of AMRI common stock in accordance with the terms of the ESPP. Shares of AMRI common stock purchased pursuant to the ESPP shall be automatically converted into the right to receive $21.75 in cash, without interest and less applicable withholding taxes.

Payment for the Common Stock and Equity Awards in the Merger

At or prior to the effective time, Parent will deposit or cause to be deposited with AMRI’s transfer agent, who shall act as exchange agent in the merger for the purpose of exchanging the book entry units representing AMRI common stock for merger consideration, sufficient cash to pay to the holders of the common stock the merger consideration of $21.75 per share. Promptly after the effective time and in any event not later than the third business day following the effective time, the surviving corporation will send or will cause the exchange agent to send to each record holder of shares of common stock that were converted into the merger consideration (other than shares of AMRI common stock subject to restricted stock awards) a letter of transmittal and instructions for use in effecting the surrender of book entry units that formerly represented shares of our common stock in exchange for the merger consideration (less any applicable withholding taxes). Each holder of our common stock that has been converted into the right to receive consideration in the merger shall be entitled to receive such consideration upon (i) surrender to the exchange agent of a validly executed letter of transmittal, together with the certificate representing such shares of our common stock, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, that the exchange agent may reasonably request) in the case of book-entry shares of our common stock, in each case along with delivery of

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such other documents as the exchange agent may reasonably request. Until cancelled, each book entry representing such shares of AMRI common stock will represent after the effective time only the right to receive such merger consideration.

Unless otherwise agreed to in writing prior to the effective time by Parent and the holder thereof, the surviving corporation or one of its subsidiaries will pay to each holder of Company equity awards, the cash amounts described above under “—  Treatment of Company Equity Awards ” no later than the next regular payroll date occurring at least five business days after the effective time.

Representations and Warranties

The merger agreement contains representations and warranties that: (1) were made only for purposes of the merger agreement and as of specific dates; (2) were solely for the benefit of the parties to the merger agreement; (3) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and (4) may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. AMRI stockholders and other investors are not third-party beneficiaries under the merger agreement and should not rely on the representations and warranties or any description of such representations and warranties as characterizations of the actual state of facts or condition of AMRI or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by AMRI.

The merger agreement contains representations and warranties of each of AMRI and of Parent and Merger Sub as to, among other things:

The merger agreement also contains representations and warranties of AMRI as to, among other things:

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The merger agreement also contains representations and warranties of Parent and Merger Sub as to, among other things:

Some of the representations and warranties in the merger agreement are qualified by materiality qualifications or a “Company material adverse effect” or a “Parent material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect on AMRI or Parent).

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For purposes of the merger agreement, a “material adverse effect” on AMRI means any event, change, circumstance, condition, occurrence, effect or state of facts that, individually or in the aggregate with all other effects, (a) have had, or would be reasonably expected to have, a material adverse effect on the business, assets, facilities, financial condition or results of operations of AMRI and its subsidiaries, taken as a whole, or (b) would reasonably be expected to prevent or materially delay, interfere with or impair AMRI from consummating the merger. However, the standard of “material adverse effect” on AMRI excludes, in the case of clause (a) above, any such material adverse effect resulting from or arising out of:

provided that, with respect to the third, fourth, fifth, sixth, and ninth bullet, any such event, change, circumstance, condition, occurrence, effect or state of facts may be considered in determining whether or not a material adverse effect has occurred to the extent that it has had, or would reasonably be expected to have, a disproportionate impact on AMRI and its subsidiaries relative to other businesses in the industries in which AMRI or its subsidiaries operate.

For the purpose of the merger agreement, a “Parent material adverse effect” means any event, change, circumstance, condition, occurrence, effect or state of facts that, individually or in the aggregate, would reasonably be expected to prevent or materially delay, interfere with, or impair Parent from consummating the merger on a timely basis in accordance with the terms of the merger agreement or materially impair or delay the ability of Parent or Merger Sub to perform their respective obligations under the merger agreement.

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Conduct of Business Pending the Merger

Except for matters (i) expressly permitted or expressly contemplated by the merger agreement, (ii) explicitly set forth in the disclosure schedules attached to the merger agreement, (iii) required by applicable law or the rules or regulations of the Nasdaq, or (iv) undertaken with the prior written consent of Parent, until the earlier of (a) the effective time and (b) the termination of the merger agreement in accordance with its terms, AMRI and each of its Subsidiaries will, (x) conduct business in the ordinary course, consistent with past practice, and to the extent consistent therewith, use its commercially reasonable efforts to preserve substantially intact its and its subsidiaries business organization and keep available the services of its and its subsidiaries current officers and employees, and will preserve its and its subsidiaries relationships with customers, suppliers, distributors, licensors, licensees, governmental authorities, employees, and other persons having business relationships with it and (y) AMRI and its subsidiaries will not:

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Nothing in the first, second, third, fourth, sixth, seventh, tenth, twelfth, and nineteenth bullet points will restrict AMRI and its subsidiaries from, or require consent from Parent prior to, engaging in any transactions or entering into any agreement (i) exclusively among AMRI and its subsidiaries in the ordinary course of business consistent with past practice or (ii) in respect of interest rate protection, commodity or currency hedge, swaps, puts, calls, options or similar derivative products in the ordinary course of business consistent with past practice.

Other Covenants and Agreements

Access to Information.    From the date of the merger agreement until the effective time, upon reasonable notice, AMRI will afford Parent, the debt financing sources and their respective representatives reasonable access to the properties, books, tax returns, contracts, and records of AMRI and its subsidiaries as Parent may reasonably request; provided, however, that any such access or furnishing of information will be conducted during normal business hours. AMRI and its subsidiaries will not be required to disclose any information to Parent or its representatives if such disclosure would jeopardize any confidentiality, non-disclosure, attorney-client or other legal privilege, or contravene any law.

Acquisition Proposal; Unsolicited Proposals; Intervening Event.   Until the effective time or the termination of the merger agreement, AMRI and its subsidiaries are not permitted to:

“Acquisition proposal” means any proposal or offer for:

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Following the date of the merger agreement until the date the stockholders approve the merger, (i) if AMRI receives a bona fide written acquisition proposal from a third party, (ii) such acquisition proposal did not result from a material breach of the merger agreement, and (iii) the board or the Special Committee determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that such acquisition proposal constitutes, or could reasonably be expected to result in, a “superior proposal” to the merger, then, if, but only if, the board or Special Committee determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that the failure to take such actions would be reasonably likely to be inconsistent with fiduciary duties under applicable laws, AMRI, after entering into a confidentiality agreement with the third party, may (a) furnish information and data with respect to AMRI and its subsidiaries and provide the third party access to the business, properties, assets, and personnel of AMRI and its subsidiaries and (b) enter into, maintain, and participate in negotiations or discussions with the third party regarding the acquisition proposal or otherwise cooperate with or assist or participate in, or facilitate any discussions or negotiations with the third party. AMRI may not provide any non-public information other than pursuant to a confidentiality agreement and will provide written notice to Parent promptly (and at least within 24 hours) including written notice of the determination by the board or the Special Committee, a copy of the confidentiality agreement entered into between AMRI and the third party, and any material non-public information concerning AMRI or its subsidiaries provided to the third party which was not previously provided to Parent. Additionally AMRI will not, and will not permit its subsidiaries, to enter into any confidentiality or other agreements with a person that could limit or delay the ability of AMRI or its subsidiaries to provide any information to Parent pursuant to the terms of the merger agreement. After the receipt of an acquisition proposal, AMRI may contact the third party to clarify or understand the terms of the acquisition proposal in order to determine if the acquisition proposal constitutes a superior proposal and may direct a person to the merger agreement. AMRI shall not, and shall cause its subsidiaries and their representatives to not, provide any commercially sensitive non-public information to a competitor unless consistent with past practice regarding dealing with disclosures for acquisition proposals previously and with limitations no less restrictive than those placed on Parent or Merger Sub in connection with the merger.

Following the date of the merger agreement, AMRI shall notify Parent promptly (and at least within 24 hours) of AMRI’s receipt of any acquisition proposal or inquiries with respect to, or that would reasonably be expected to lead to, an acquisition proposal, any request for non-public information that would reasonably be expected to lead to an acquisition proposal or any request for discussions or negotiations with AMRI, its subsidiaries or representatives that would reasonably be expected to lead to an acquisition proposal from a bona fide potential purchaser of AMRI or any of its subsidiaries, which notification shall include a copy of the applicable written acquisition proposal or other such proposal or offer (or, if oral, the material terms and conditions of such acquisition proposal or proposal or offer) and the identity of the third party making such acquisition proposal or inquiry. AMRI shall thereafter keep Parent reasonably informed on a reasonably current basis of the status of any material developments, discussions or negotiations regarding any such acquisition proposal or inquiry, and the material terms and conditions thereof in the case of any acquisition proposal or other such proposal or offer (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation relating thereto that is exchanged between the third party (or its representatives) making such acquisition proposal or other such proposal or offer and AMRI (or its representatives) within 24 hours after receipt thereof.

“Superior proposal” means a bona fide written acquisition proposal (substituting “50%” for each reference to “20%” in the definition of acquisition proposal) that our board or the Special Committee determines in good faith, after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel:

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Neither our board nor any committee of our board may (i) withhold, withdraw, or fail to make, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in any manner adverse to the transactions contemplated by the merger agreement, Parent or Merger Sub, or otherwise make any public statement or proposal inconsistent with, the board’s recommendation, (ii) approve, adopt or recommend, or publicly propose to adopt or recommend, an acquisition proposal, (iii) fail to recommend against acceptance of any third party tender offer or exchange offer for the shares of common stock of AMRI within ten business days after commencement of such offer, (iv) approve or recommend, or publicly propose to approve or recommend, or cause or permit AMRI or its subsidiary to execute or enter into any agreement, arrangement or understanding, including any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement with respect to an acquisition proposal (other than an acceptable confidentiality agreement) or (v) resolve or publicly propose to take any of the foregoing actions (an “adverse recommendation change”).

Until the date the stockholders approve the merger, our board or any committee of our board may, if it determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that the failure to do so would be inconsistent with the fiduciary duties of the board under applicable law, make an adverse recommendation change due to a superior proposal or any other fact, event or development not known or reasonably foreseeable to our board that is not related to an acquisition proposal (such fact, event or development, an “intervening event”) or may cause AMRI to terminate the merger agreement and enter into a superior proposal. No adverse recommendation change and no termination of the merger agreement is permitted:

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In the case of an intervening event (or any material change to the facts and circumstances relating to an intervening event, except that any reference in this paragraph to four business days will instead be two business days), no adverse recommendation change may be made (i) until after the fourth business day following written notice from AMRI advising Parent that our board or the Special Committee intends to take such an action and specifying the material facts underlying such determination that an intervening event has occurred and the reason for the adverse recommendation change, (ii) unless during such four business day period, AMRI shall negotiate with Parent to amend the merger agreement, limited guarantee, equity commitment letter, and debt commitment letter in such a manner that permits AMRI to maintain AMRI recommendation and not make an adverse recommendation change, and (iii) unless, by the expiration of such four business day period, our board or the Special Committee determines in good faith (after consultation with the Special Committee’s financial advisor or another independent financial advisor of nationally recognized reputation and outside legal counsel) that the failure to effect an adverse recommendation change would be reasonably likely to be inconsistent with fiduciary duties under applicable law.

The merger agreement provides that none of its terms will be deemed to prohibit AMRI from taking and disclosing a positon contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of the Exchange Act, making any disclosure to AMRI stockholders if, in the good faith judgment of the board or the Special Committee, after consultation with outside legal counsel, such disclosure is required by applicable law, or making any disclosure that constitutes a stop, look, and listen communication as contemplated by Section 14d-9(f) of the Exchange Act.

Filings and Other Actions.   Pursuant to the terms of the merger agreement and in accordance with applicable law and AMRI’s governing documents, AMRI agreed to duly set a record date for, call, give notice of, and hold a special meeting of its stockholders for the purpose of considering and taking action upon the adoption of the merger agreement. Unless our board of directors will have effected an adverse recommendation change, the board will make the recommendation that AMRI stockholders vote to adopt the merger agreement and approve the transactions contemplated thereby.

Notice of Certain Events.   AMRI and Parent each will give prompt notice to the other (and will subsequently keep the other informed on a reasonably current basis of any material developments related to such notice) upon its becoming aware of (i) the occurrence or existence of any fact, event or circumstance that has or would reasonably be expected to have a Company material adverse effect with respect to AMRI or a Parent material adverse effect with respect to Parent or Merger Sub, (ii) the occurrence or existence of any fact, event or circumstance reasonably likely to result in any of the closing conditions of the merger agreement not being satisfied prior to the end date or (iii) any notice or other communication received by AMRI from a person alleging the consent of such person is or may be required in connection with the merger.

Employee Matters.   For a period of 12 months after the completion of the merger, Parent will cause AMRI, as the surviving corporation in the merger, to provide continuing employees with (1) base salary or base hourly rate and certain cash incentive compensation target opportunities (excluding specified performance goals for any cash incentive compensation in respect of any calendar year after 2017) in an amount at least equal to the level that was provided to each such continuing employee immediately prior to the closing date of the merger, and (2) employee benefits (other than equity awards) that are substantially comparable in the aggregate to those provided to each such continuing employee immediately prior to the closing date of the merger. In addition, Parent will honor AMRI’s annual cash incentive bonus for the 2017 calendar year which shall be paid consistent with AMRI’s prior bonus payment timings and no later than March 15, 2018. Furthermore, Parent will assume and honor the terms of certain severance agreements and provide the severance payments and benefits required thereunder to any employee in accordance with the terms and conditions of such agreements, and for a period of 12 months after the completion of the merger, also honor the terms of any severance policies generally applicable to employees. Until the closing date of the merger, AMRI may, subject to Parent’s consent, and the Parent and AMRI will work in good faith to, implement changes to AMRI’s 2017 cash incentive bonus plan for VP and director level employees to be effective as of the closing date of the merger, which changes will be designed to facilitate the retention of such employees.

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After the completion of the merger, Parent shall use reasonable best efforts to cause all parent benefit plans to (i) waive limitations related to pre-existing conditions, waiting periods, physical examinations, and exclusions with respect to participation and coverage to the same extent that such limitations and exclusions would not have applied or would have been waived if the continuing employee was a participant immediately prior to his participation in the Parent benefit plan, but, with respect to long-term disability and life insurance, solely to the extent permitted under the terms of Parent’s applicable insurance contracts in effect as of the closing date of the merger, and (ii) provide each continuing employee and eligible dependents with credit for co-payments and deductibles paid in the calendar year that, and prior to the date that, such continuing employee commences participation in such Parent benefit plan in satisfying any applicable co-payment or deductible requirements under such Parent benefit plan for the applicable calendar year, to the extent such expenses were recognized under the comparable AMRI employee plan.

After the completion of the merger, Parent shall honor, and shall cause the surviving corporation and their respective subsidiaries to honor, in accordance with its terms, (i) certain existing (as of immediately prior to the effective time) employment, change in control, retention, severance, and termination protection plans, policies or agreements of or between AMRI or any of its subsidiaries and certain current or former officers, directors or employees of that company, (ii) all obligations in effect as of the effective time under certain transaction bonus agreements, (iii) all obligations in effect as of the effective time under any bonus or bonus deferral plans, programs or agreements of AMRI or its subsidiaries, and (iv) all vested and accrued benefits under any AMRI employee plan.

After the completion of the merger, Parent will cause AMRI, as the surviving corporation in the merger, to recognize (but not for benefit accruals under any defined benefit pension plan) the service of each such continuing employee for purposes of eligibility to participate, certain levels of benefits and vesting under such compensation, retirement, vacation, fringe, or other welfare benefit plan, program or arrangement, of Parent, the surviving corporation, or any subsidiaries in which the continuing employee is or becomes eligible to participate, but solely to the extent service was credited to such continuing employee under a comparable AMRI employee plan prior to the closing date of the merger and would not result in a duplication of benefits. Parent shall assume all vacation balances of the continuing employees and all cost and notice obligations relating to terminations of non-continuing employees.

Efforts to Complete the Merger.   AMRI and the Parent must each use its reasonable best efforts to take all actions necessary, proper, or advisable in order to consummate the merger and the other transactions contemplated by the merger agreement as soon as practicable. Each of AMRI and Parent (and their respective affiliates, if applicable) will:

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Parent also agrees to take promptly any and all steps necessary to avoid, eliminate, or resolve each and every impediment and obtain all clearances, consents, approvals, and waivers under antitrust laws that may be required by any governmental authority, so as to enable the consummation of the merger and the other transactions contemplated by the merger agreement on a timely basis (and in any event no later than three business days prior to the end date), including (i) committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale, license, transfer, assignment or other disposition of assets or businesses of Parent or AMRI or their respective subsidiaries, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or AMRI or their respective subsidiaries, and (iii) creating or consenting to create any relationships, ventures, contractual rights, obligations, behavioral undertakings or other arrangements of Parent or AMRI or their respective subsidiaries (and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or file appropriate applications with any governmental authority in connection with any of the foregoing and in the case of actions by or with respect to AMRI or its subsidiaries or its or their businesses or assets, by consenting to such action by AMRI; provided, however, that any such action may, at the discretion of Parent or AMRI, be conditioned upon consummation of the merger and the other transactions contemplated by the merger agreement) (each a “divestiture action”) as may be necessary or required, to avoid the entry of, or to effect the dissolution of or vacate or lift, any order that would otherwise have the effect of preventing consummation of the merger and the other transactions contemplated by the merger agreement, and to ensure that no governmental authority with the authority to clear, authorize or otherwise approve consummation of the merger and the other transactions contemplated by the merger agreement, fails to do so on a timely basis and in any event no later than three business days prior to the end date. Parent and AMRI shall cooperate in any proposal, negotiation, or offer to commit and to effect, by consent decree, hold separate order or otherwise, any and all divestiture actions or otherwise to offer to take or offer to commit (and if such offer is accepted, commit to and effect) to take any divestiture action as may be required to resolve any governmental authority’s objections to the merger and the other transactions contemplated by the merger agreement.

Parent and Merger Sub will not, and will cause their subsidiaries not to, acquire or agree to acquire any rights, assets, business, person, or division thereof (through acquisition, license, joint venture, collaboration or otherwise) if such acquisition or agreement would reasonably be expected to increase the risk of not obtaining any applicable clearance, consent, approval or waiver under antitrust laws with respect to the merger or any other transactions contemplated by the merger agreement.

Indemnification of Directors and Officers; Insurance.   For a period of six years following the effective time, the surviving corporation will maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the effective time covering such persons covered by AMRI’s officers’ and director’s liability insurance policy, in an amount and coverage no less favorable than the policy in effect on

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the date of the merger agreement. Neither Parent nor the surviving corporation will be required to pay annual premiums in excess of 300% of the amount per annum AMRI paid in its last full fiscal year prior to the date of the merger agreement (the “current premium”) and if such premium exceeds 300% of the current premium, the surviving corporation shall use good faith judgment to provide maximum coverage available at an annual premium equal to 300% of the current premium. The preceding sentences will be deemed to be satisfied if prepaid “tail” or “runoff” policies are obtained by AMRI prior to the effective time, which policies cover such persons for an aggregate period of six years with respect to claims arising from facts or events occurring on or before the effective date, provided such premium does not exceed 300% of the current premium. Further, each of Parent and the surviving corporation will, (i) indemnify and hold harmless each present and former director and officer of AMRI or of a subsidiary and additional individuals as set forth in the merger agreement against any costs or expenses (including attorneys’ fees), judgments, fines, penalties, or liabilities in connection with any proceeding such indemnified party may be involved or threatened with by reason of such indemnified party being or having been a director or officer or employee or agent of AMRI or subsidiary or arising out of such indemnified party’s service in connection with any other corporation or organization where such party serves as a director, officer, employee, agent, trustee or fiduciary at the request of AMRI to the fullest extent permitted by applicable law, and (ii) fulfill and honor all obligations of AMRI under indemnification agreements in effect as of the date of the merger agreement or any indemnification provisions or exculpation provision in AMRI’s certificate of incorporation or bylaws in effect as of the date of the merger agreement. If Parent fails to comply with these obligations and an indemnified party commences a suit which result in a final, non-appealable determination, Parent shall pay indemnified party his or her costs and expenses (including reasonably attorney’s fees and disbursements) in connection with such suit with interest thereon.

Financing.   Parent and Merger Sub will use reasonable best efforts to obtain the proceeds of the financing on the terms and conditions described in the commitment letters, including:

AMRI will use its reasonable best efforts to provide, and to cause each of its subsidiaries and their representatives to use their reasonable best efforts to provide, to Parent and Merger Sub, at Parent’s sole expense, all cooperation reasonably requested by Parent in connection with the arrangement of the financing subject to certain exceptions as detailed in the merger agreement.

Other Covenants.   The merger agreement contains additional agreements between AMRI, Parent, and Merger Sub relating to, among other matters:

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Conditions to the Merger

Each party’s obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

The respective obligations of Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver of the following additional conditions:

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The obligation of AMRI to complete the merger is subject to the satisfaction or waiver of the following additional conditions:

In addition, as a condition to closing, each of AMRI and Parent will receive a certificate executed by the chief executive officer or chief financial officer of the other, certifying that the forgoing closing conditions of such party have been satisfied.

None of AMRI, Parent or Merger Sub may rely, either as a basis for not consummating the merger or terminating the merger agreement and abandoning the merger, on the failure of any condition set forth above to be satisfied if such failure was caused by such party’s intentional and material breach of any provision of the merger agreement.

Termination

AMRI and Parent may terminate the merger agreement by mutual written consent at any time before the effective time. In addition, either AMRI or Parent may terminate the merger agreement if:

AMRI may also terminate the merger agreement:

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Parent may also terminate the merger agreement:

Termination Fees

Company Termination Fee.   AMRI will be required to pay a termination fee to Parent in an amount in cash equal to $35 million upon the termination of the merger agreement:

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In the event that AMRI is obligated to pay the termination fee (other than in the case of a willful and material breach of by AMRI), the receipt of the termination fee by Parent shall be liquidated damages and AMRI shall not have any further liability to Parent, Merger Sub or any of their affiliates relating to or arising out of the merger agreement or the failure to complete the merger.

Parent Termination Fee.   Parent will be required to pay to AMRI a reverse termination fee of $70 million in cash in the event that AMRI has terminated the merger agreement due to (1) a willful and material breach or failure by Parent or Merger Sub to perform any of its representations, warranties, covenants or other agreements contained in the merger agreement which would result in the failure to satisfy a closing condition and such breach has not been timely cured; or (2) the merger not being completed within three business days following the date the closing should have occurred pursuant to the merger agreement, and at the time of such termination, all conditions to Parent’s obligation to consummate the closing (other than those conditions that are to be satisfied by action taken at the closing) have been satisfied and AMRI is ready, willing, and able to complete the merger on such date. Upon payment of the termination fee, plus any expense reimbursement, indemnification and collection payment obligations under the merger agreement, none of Parent, Merger Sub, and certain related parties will have any further liability or obligation to AMRI relating to or arising out of the merger agreement or the failure to complete the merger.

Reimbursement of Expenses

If AMRI fails to pay the company termination fee, as described above, and Parent and/or Merger Sub commence a suit which results in a final, non-appealable judgment against AMRI for the company termination fee, AMRI shall be required to reimburse Parent and/or Merger Sub for all reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) in connection with the suit together with interest on the company termination fee.

If Parent fails to pay the parent termination fee, as described above, and/or any parent expenses, and AMRI commences a suit which results in a final, non-appealable judgment against Parent for the parent termination fee and/or parent expenses, Parent shall be required to reimburse AMRI for all reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees and disbursements) in connection with the suit together with interest on the parent termination fee and/or parent expenses.

Parent is required to reimburse AMRI for all reasonable out-of-pocket expenses incurred by AMRI, or any of its subsidiaries or representatives, in connection with their (1) cooperation in providing certain information at the request of Parent in connection with the debt financing, and (2) actions taken upon the written request of Parent with respect to AMRI’s note hedge instruments and warrants.

Specific Performance

In the event of a breach or threatened breach of any covenant or obligation in the merger agreement, the non-breaching party will be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to a decree or order of specific performance to enforce the observance and performance of such covenant or obligation and an injunction restraining such breach or threatened breach.

AMRI will be entitled to seek specific performance of Parent’s obligation to cause the equity financing to be funded and to effect the closing if and only if:

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AMRI’s right to seek specific performance will not waive its right to seek any other form of relief that may be available under the merger agreement for breach of a provision of the merger agreement and AMRI shall not be required to institute a proceeding for specific performance as a condition to exercising a termination right.

The maximum aggregate liability of AMRI in connection with the merger agreement is limited to $70 million and, except for the specific performance remedy discussed above, (i) the payment of the company termination fee and parent recovery costs, if applicable, and (ii) liability for damages from AMRI’s willful and material breach of the agreement shall be the sole remedies of Parent, Merger Sub, and their affiliates against AMRI.

Amendments; Waiver

At any time prior to the effective time, the merger agreement may be amended or waived by the parties, if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the merger agreement or, in the case of a waiver, by each party against whom the waiver is effective, whether before or after the AMRI stockholder approval has been obtained; however, no amendment may be made that requires further approval of the AMRI stockholders under applicable law without obtaining such further approval.

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The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement and approve the transactions contemplated thereby. AMRI retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any AMRI stockholder.

Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on such proposal at the special meeting. Under our bylaws, abstentions will have the same effect as a vote “ AGAINST ” this proposal. Broker non-votes will have no effect on the voting results for this proposal.

The board unanimously recommends a vote “FOR” the adjournment proposal .

MARKET PRICE OF AMRI’S COMMON STOCK

Our common stock is traded on the Nasdaq under the symbol “AMRI.” The following table sets forth during the periods indicated the high and low sales prices of our common stock:

		Market Price
		High				Low
2017
First Quarter		$	19.35			$	13.01
Second Quarter		$	22.17			$	13.22
2016
First Quarter		$	19.65			$	13.71
Second Quarter		$	16.42			$	12.45
Third Quarter		$	16.64			$	13.16
Fourth Quarter		$	18.99			$	14.27
2015
First Quarter		$	19.35			$	14.34
Second Quarter		$	21.12			$	16.96
Third Quarter		$	22.48			$	17.00
Fourth Quarter		$	20.65			$	16.75

The closing sale price of our common stock on June 5, 2017, which was the last trading day before the merger was publicly announced, was $19.77 per share. The closing sale price of our common stock on April 5, 2017 (the last trading day prior to public rumors in the press regarding a potential sale) was $13.37 per share. On June 26, 2017, the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for our common stock was $21.71 per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of our common stock.

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		Shares Beneficially Owned
Name and Address of Beneficial Owner (1)		Number				Percent (2)
Named Executive Officers
William S. Marth (3)			421,694					*
Felicia I. Ladin (4)			84,809					*
Lori M. Henderson (5)			200,127					*
Steven R. Hagen, Ph.D. (6)			67,682					*
George Svokos (7)			227,417					*
Directors
Thomas E. D’Ambra, Ph.D. (8)			2,594,909				6.0	%
David H. Deming (9)			3,036					*
Gerardo Gutiérrez (10)			2,209,394				5.1	%
Kenneth P. Hagen (11)			3,036					*
Anthony J. Maddaluna (12)			13,948					*
Fernando Napolitano (13)			—					*
Kevin O’Connor (14)			137,462					*
All executive officers and directors as a group (fifteen persons)			6,086,941				13.9	%
Five Percent Stockholders
3-Gutinver, S.L. (15)			2,200,000				5.1	%
Bessemer Trust Company of Delaware N.A. (16)			3,873,289				9.0	%
BlackRock, Inc. (17)			3,775,666				8.8	%
Constance M. D’Ambra (18)			2,350,318				5.5	%
Lauro Cinquantasette S.p.A. (19)			7,051,295				16.4	%
Permian Investment Partners, L.P. (20)			3,338,892				7.8	%
Vaughan Nelson Investment Management, L.P. (21)			2,216,175				5.2	%

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APPRAISAL RIGHTS

The following discussion summarizes the material terms of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, referred to as “Section 262,” which is attached to this proxy statement as Annex C . The following summary does not constitute legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Under Section 262, record holders of shares of common stock who do not vote in favor of the adoption of the merger agreement and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Under Section 262, where a merger agreement is submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was a stockholder of record for notice of the meeting with respect to shares for which appraisal rights are available and include in the notice a copy of Section 262. This proxy statement shall constitute such notice, and the full text of Section 262 is attached to this proxy statement as Annex C .

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ANY HOLDER OF COMMON STOCK WHO WISHES TO EXERCISE APPRAISAL RIGHTS, OR WHO WISHES TO PRESERVE SUCH HOLDER’S RIGHT TO DO SO, SHOULD CAREFULLY REVIEW THE FOLLOWING DISCUSSION AND ANNEX C BECAUSE FAILURE TO TIMELY AND PROPERLY COMPLY WITH THE PROCEDURES SPECIFIED WILL RESULT IN THE LOSS OF APPRAISAL RIGHTS. MOREOVER, BECAUSE OF THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING THE RIGHT TO SEEK APPRAISAL OF SHARES OF COMMON STOCK, AMRI BELIEVES THAT, IF A STOCKHOLDER CONSIDERS EXERCISING SUCH RIGHTS, SUCH STOCKHOLDER SHOULD SEEK THE ADVICE OF LEGAL COUNSEL.

If a holder of common stock loses his, her or its appraisal rights by failing to timely comply with the procedures of Section 262 or otherwise, such holder of common stock will be entitled to receive the merger consideration described in the merger agreement.

Filing Written Demand

Any holder of common stock wishing to exercise appraisal rights must, before the vote on the adoption of the merger agreement at the special meeting, deliver to AMRI a written demand for the appraisal of the stockholder’s shares. A holder of common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the merger. The holder will lose appraisal rights if the holder transfers the shares before the effective time. The holder must not vote in favor of the adoption of the merger agreement. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will effectively constitute a waiver of the stockholder’s right of appraisal and will effectively nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement, nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement and approve the transactions contemplated thereby, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the merger agreement; however, a holder of record of the AMRI common stock need not vote against the merger agreement in order to exercise the right to seek an appraisal. The demand must reasonably inform AMRI of the identity of the holder as well as the intention of the holder to demand an appraisal of the “fair value” of the shares held by the holder. A stockholder’s failure to deliver the written demand to AMRI prior to the taking of the vote on the adoption of the merger agreement at the special meeting will effectively constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand an appraisal of the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock must be executed by or on behalf of the holder of record. The demand must set forth, fully and correctly, the registered holder’s name as it appears on the holder’s stock certificates, and must specify the holder’s mailing address and the number of shares registered in the holder’s name. The demand must state that the person intends thereby to demand appraisal of the holder’s shares in connection with the merger. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy-in-common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners. If the shares are held in “street name” by a broker, bank, trust or nominee, the broker, bank, trust or nominee may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising the rights with respect to the shares held for other beneficial owners; in such case, however, the written demand should set forth the number of shares as to which appraisal is sought and where no number of shares is expressly mentioned the demand will be presumed to cover all shares of common stock held in the name of the record owner. If a stockholder holds shares of common stock through a broker who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and

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must identify the depository nominee as record holder. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to follow properly in a timely manner the steps necessary to perfect appraisal rights.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to AMRI at:

Albany Molecular Research, Inc.
26 Corporate Circle
Albany, New York 12203
Attention: Secretary

At any time within 60 days after the effective date of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the merger agreement by delivering to AMRI, as the surviving corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of AMRI, as the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the merger agreement within 60 days after the effective date of the merger. If AMRI, as the surviving corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

Within ten days after the effective date of the merger, AMRI, as the surviving corporation, must notify each holder of common stock who has complied with Section 262, and who has not voted in favor of the adoption of the merger agreement, of the date on which the merger became effective.

Filing a Petition for Appraisal

Within 120 days after the effective date of the merger, but not thereafter, AMRI, as the surviving corporation, or any holder of common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served upon the surviving corporation in the case of a petition filed by a stockholder, demanding a determination of the fair value of the shares held by all such dissenting holders. AMRI, as the surviving corporation, is under no obligation to and has no present intention to file a petition and holders should not assume that AMRI as the surviving corporation will file a petition. Accordingly, any holders of common stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of shares of common stock within the time prescribed in Section 262. Within 120 days after the effective date of the merger, any holder of common stock who has complied with the requirements of Section 262 will be entitled, upon written request, to receive from AMRI as the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten days after a written request therefor has been received by AMRI as the surviving corporation or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such

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person may, in such person’s own name, file a petition or request from AMRI as the surviving corporation the statement described in this paragraph. If a petition for appraisal is not timely filed, then the right to appraisal will cease.

If a petition for an appraisal is timely filed by a holder of shares of common stock and a copy thereof is served upon AMRI as the surviving corporation, AMRI as the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached. After notice to the dissenting stockholders, the Delaware Court of Chancery will conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such stockholder.

Determination of Fair Value

After the Delaware Court of Chancery determines the holders of common stock entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. If a holder fails to comply with the court’s direction, the court may dismiss the proceeds as to the holder. Through such proceeding, the Court shall determine the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.

In determining the fair value, the Delaware Court of Chancery will take into account all relevant factors. The Delaware Supreme Court has stated that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered in the appraisal proceedings. In addition, Delaware courts have decided that the statutory appraisal remedy, in cases of unfair dealing, may or may not be a dissenter’s exclusive remedy. Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the merger, is not an opinion as to, and does not otherwise address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither Parent, Merger Sub nor AMRI anticipate offering more than the applicable merger consideration to any stockholder of AMRI exercising appraisal rights, and reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the applicable merger consideration.

The costs of the action (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of common stock under Section 262 fails to perfect, successfully withdraws or loses such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the effective date of the merger into the right to receive the merger consideration pursuant to the merger agreement. A stockholder will fail to perfect, or effectively lose, the

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holder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 and accept the merger consideration offered pursuant to the merger agreement.

Any holder of shares of common stock who has duly demanded appraisal in compliance with Section 262 will not, after the effective date of the merger, be entitled to vote for any purpose any shares subject to such demand or to receive payment of dividends or other distributions on such shares, except for dividends or distributions payable to stockholders of record at a date prior to the effective date of the merger.

FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF APPRAISAL RIGHTS. IN THAT EVENT, YOU WILL BE ENTITLED TO RECEIVE THE MERGER CONSIDERATION FOR YOUR DISSENTING SHARES IN ACCORDANCE WITH THE MERGER AGREEMENT. IN VIEW OF THE COMPLEXITY OF THE PROVISIONS OF SECTION 262 OF THE DGCL, IF YOU ARE A COMPANY STOCKHOLDER AND ARE CONSIDERING EXERCISING YOUR APPRAISAL RIGHTS UNDER THE DGCL, YOU SHOULD CONSULT YOUR OWN LEGAL ADVISOR.

LITIGATION RELATED TO THE MERGER

On July 11, 2017, a purported stockholder of AMRI filed a class action complaint in the U.S. District Court for the District of Delaware against AMRI and our board of directors, Eyre v. Albany Molecular Research Inc., et al., No. 1:17-cv-00932. The complaint alleges violations of Sections 14(a) and 20(a) of the Exchange Act, in connection with the merger. The plaintiff alleges that the preliminary proxy statement on Schedule 14A, filed by AMRI with the SEC with a filing date of July 3, 2017, omits material information regarding the Company’s financial projections, and seeks, in addition to other relief, an injunction preventing the stockholders’ vote on the merger and preventing the consummation of the merger until such information is disclosed.

On July 13, 2017, another purported stockholder of AMRI filed a separate class action complaint in the U.S. District Court for the District of Delaware against AMRI, our board of directors, Carlyle, GTCR, Parent and Merger Sub, Witmer v. Albany Molecular Research Inc., et. al., No. 1:17-cv-00942. This complaint also alleges the same claims and seeks similar relief, including that the preliminary proxy statement omits material information regarding the Company’s financial projections, potential conflicts of interest by AMRI officers, directors and Credit Suisse, and certain background of the proposed transaction.

The Company, and our board of directors, believes that the respective allegations asserted against them in the lawsuits are without merit and intend to defend against the lawsuits vigorously. Similar cases may also be filed in connection with the merger.

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless AMRI has received contrary instructions from one or more of the stockholders. AMRI will deliver promptly upon written or oral request a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the proxy statement was delivered. Requests for additional copies of the proxy statement should be directed to Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, Attn: Secretary, or by calling (518) 512-2000. In addition, stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by contacting AMRI at the address and phone number set forth in the prior sentence.

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AMRI by December 28, 2017. Such proposals must also comply with the requirements as to form and substance established by the Securities and Exchange Commission if such proposals are to be included in the proxy statement. Any such proposals should be mailed to: Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, Attention: Secretary.

Stockholder proposals (including recommendations of nominees for election to our board) intended to be presented at the 2018 annual meeting of stockholders, other than stockholder proposals submitted pursuant to Exchange Act Rule 14a-8, must be delivered to, or mailed and received at, Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, not earlier than January 31, 2018 nor later than March 17, 2018; provided, however, that in the event that the annual meeting is scheduled to be held before May 1, 2018 or after July 30, 2018, notice must be so delivered not later than the close of business on the later of (i) the 75 ^th day prior to the scheduled date of such annual meeting or (ii) the 15 ^th day following the day on which public announcement of the date of such meeting is first made by AMRI. The proposal must also comply with the other requirements contained in AMRI’s Amended and Restated By-laws, including supporting documentation and other information. Proxies solicited by the board of directors will confer discretionary voting authority with respect to these proposals, subject to the Securities and Exchange Commission’s rules governing the exercise of this authority.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

AMRI files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read and copy any reports, proxy statements or other information that we file with the SEC at the following location of the SEC:

Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. AMRI’s public filings are also available to the public from document retrieval services and the Internet website maintained by the SEC at www.sec.gov.

AMRI will make available a copy of its public reports, without charge, upon written request to Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, Attn: Secretary. Each such request must set forth a good faith representation that, as of the record date, the person making the request was a beneficial owner of common stock entitled to vote at the special meeting. In order to ensure timely delivery of such documents prior to the special meeting, any such request should be made promptly to AMRI. A copy of any exhibit may be obtained upon written request by a stockholder (for a fee limited to AMRI’s reasonable expenses in furnishing such exhibit) to Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, Attn: Secretary.

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Annex A

AGREEMENT AND PLAN OF MERGER
 
by and among
 
ALBANY MOLECULAR RESEARCH, INC.,
 
UIC PARENT CORPORATION
 
and
 
UIC MERGER SUB, INC.
 
June 5, 2017

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		Page
ARTICLE 1 DEFINITIONS			A-1
Section 1.01 Definitions			A-1
Section 1.02 Other Definitional and Interpretative Provisions			A-10
ARTICLE 2 THE MERGER			A-11
Section 2.01 The Closing			A-11
Section 2.02 The Merger			A-11
Section 2.03 Conversion of Shares			A-11
Section 2.04 Surrender and Payment			A-12
Section 2.05 Dissenting Shares			A-13
Section 2.06 Company Equity Awards; ESPP			A-13
Section 2.07 Adjustments			A-16
Section 2.08 Withholding Rights			A-16
Section 2.09 Lost Certificates			A-16
ARTICLE 3 THE SURVIVING CORPORATION			A-16
Section 3.01 Certificate of Incorporation			A-16
Section 3.02 Bylaws			A-16
Section 3.03 Directors and Officers			A-16
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-17
Section 4.01 Corporate Existence and Power			A-17
Section 4.02 Corporate Authorization			A-17
Section 4.03 Governmental Authorization			A-18
Section 4.04 Non-contravention			A-18
Section 4.05 Capitalization			A-18
Section 4.06 Subsidiaries			A-20
Section 4.07 SEC Filings and the Sarbanes-Oxley Act			A-20
Section 4.08 Financial Statements; Internal Controls			A-21
Section 4.09 Absence of Certain Changes			A-22
Section 4.10 No Undisclosed Material Liabilities			A-22
Section 4.11 Litigation			A-22
Section 4.12 Compliance with Applicable Law			A-23
Section 4.13 Certain Business Practices			A-23
Section 4.14 Material Contracts			A-24
Section 4.15 Taxes			A-25
Section 4.16 Employee Benefit Plans			A-26
Section 4.17 Labor and Employment Matters			A-27
Section 4.18 Insurance			A-28
Section 4.19 Environmental Matters			A-28
Section 4.20 Intellectual Property			A-29

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		Page
Section 4.21 Properties			A-30
Section 4.22 Data Privacy			A-31
Section 4.23 Brokers’ Fees			A-31
Section 4.24 Opinion of Financial Advisor			A-31
Section 4.25 Compliance with Health Care Laws			A-31
Section 4.26 Related Party Transactions			A-32
Section 4.27 Customers and Suppliers			A-32
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-32
Section 5.01 Corporate Existence and Power			A-32
Section 5.02 Corporate Authorization			A-32
Section 5.03 Governmental Authorization			A-32
Section 5.04 Non-contravention			A-33
Section 5.05 Capitalization and Operation of Merger Sub			A-33
Section 5.06 No Vote of Parent Stockholders; Required Approval			A-33
Section 5.07 Litigation			A-33
Section 5.08 Available Funds			A-33
Section 5.09 Solvency			A-34
Section 5.10 Guarantee			A-35
Section 5.11 Absence of Certain Agreements			A-35
Section 5.12 Stock Ownership			A-35
Section 5.13 Brokers’ Fees			A-35
ARTICLE 6 COVENANTS			A-36
Section 6.01 Conduct of the Company			A-36
Section 6.02 Unsolicited Proposals			A-38
Section 6.03 Company Recommendation			A-40
Section 6.04 Approval of Merger Agreement			A-43
Section 6.05 Access to Information			A-44
Section 6.06 Notice of Certain Events			A-44
Section 6.07 Employee Benefit Plan Matters			A-45
Section 6.08 State Takeover Laws			A-46
Section 6.09 Obligations of Merger Sub			A-46
Section 6.10 Voting of Shares			A-46
Section 6.11 Director and Officer Liability			A-47
Section 6.12 Reasonable Best Efforts			A-48
Section 6.13 Stockholder Litigation			A-50
Section 6.14 Public Announcements			A-51
Section 6.15 Further Assurances			A-51
Section 6.16 Section 16 Matters			A-51
Section 6.17 Financing			A-51

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		Page
Section 6.18 Confidentiality			A-55
Section 6.19 Director Resignations			A-55
Section 6.20 Merger Sub Expenditure; Parent Distributions			A-55
Section 6.21 Stock Market De-Listing			A-56
Section 6.22 Treatment of Convertible Notes, Note Hedge Instruments and Warrants			A-56
Section 6.23 Company Transaction Expenses			A-57
Section 6.24 FIRPTA Delivery			A-57
Section 6.25 Excess Cash			A-57
ARTICLE 7 CONDITIONS TO THE MERGER			A-57
Section 7.01 Conditions to the Obligations of Each Party			A-57
Section 7.02 Conditions to the Obligations of Parent and Merger Sub			A-57
Section 7.03 Conditions to the Obligations of the Company			A-58
Section 7.04 Frustration of Closing Conditions			A-58
ARTICLE 8 TERMINATION			A-59
Section 8.01 Termination			A-59
Section 8.02 Effect of Termination			A-60
ARTICLE 9 MISCELLANEOUS			A-61
Section 9.01 Notices			A-61
Section 9.02 Survival of Representations and Warranties			A-62
Section 9.03 Amendments and Waivers			A-62
Section 9.04 Expenses			A-62
Section 9.05 Assignment; Benefit			A-64
Section 9.06 Governing Law			A-64
Section 9.07 Jurisdiction			A-64
Section 9.08 Waiver of Jury Trial			A-65
Section 9.09 Specific Performance; Parent Liability Cap; Company Liability Cap			A-65
Section 9.10 Severability			A-67
Section 9.11 Parent Guarantee			A-68
Section 9.12 Entire Agreement; No Reliance; Access to Information			A-68
Section 9.13 Rules of Construction			A-69
Section 9.14 Counterparts; Effectiveness			A-69
Schedule 1.01 — Knowledge Parties
Schedule 1.02 — Specified Indebtedness
Schedule 6.01 — Permitted Conduct of the Company
Schedule 6.07 — Employment Arrangements
Schedule 6.11(b) — Additional Indemnified Employees
Schedule 6.23 — Company Transaction Expenses
Schedule 7.01(c) — Foreign Antitrust Requirements