ALBANY, N.Y., April 4, 2014 /PRNewswire/ -- AMRI (NASDAQ:
AMRI) today announced that it has completed the previously
announced acquisition of Cedarburg Pharmaceuticals, Inc.
Cedarburg, whose capabilities both augment and complement those
of AMRI, is a contract developer and manufacturer of technically
complex active pharmaceutical ingredients (API's) for both generic
and branded customers. The transaction is consistent with AMRI's
strategy to be the preeminent supplier of custom and complex drug
development services and product to both the branded and generic
pharmaceutical industry. Customers will benefit from access to a
greater breadth of resources, including development of complex API,
expanded scale-up capabilities and large scale manufacturing in
lower cost environments.
Total consideration paid was $41
million, including assumption of certain liabilities. AMRI
financed the transaction with cash on hand. The acquisition is
expected to add between $13 and $14
million to AMRI's revenue in 2014. AMRI anticipates full
year run-rate synergies of approximately $1.5 million of EBITDA within 12 months of
closing and the acquisition is expected to be accretive to AMRI's
2014 adjusted diluted EPS in the range of $0.06 to $0.07 per share. Items excluded from
non-GAAP financial results are expected to include all
transaction-related costs, including amortization of intangible
assets.
Use of Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, such as
EBITDA and adjusted diluted EPS, which are adjusted to exclude,
among other things, the impact of interest income and expense,
depreciation and amortization expense, and income tax expense or
benefit. We exclude these items from the non-GAAP financial
measures because they are outside our normal operations. There are
limitations in using non-GAAP financial measures, as they are not
prepared in accordance with generally accepted accounting
principles, and may be different than non-GAAP financial measures
used by other companies. In particular, we believe that the
inclusion of supplementary non-GAAP financial measures in this
press release helps investors to gain a meaningful understanding of
our core operating results and future prospects without the effect
of these often-one-time charges, and is consistent with how
management measures and forecasts the Company's performance,
especially when comparing such results to prior periods or
forecasts. Non-GAAP results also allow investors to compare
the Company's operations against the financial results of other
companies in the industry who similarly provide non-GAAP results.
The non-GAAP financial measures included in this press release are
not meant to be considered superior to or a substitute for results
of operations prepared in accordance with GAAP. Cedarburg's
contribution to AMRI's adjusted diluted EPS is only provided on a
non-GAAP basis. It is not feasible to provide reconciliation to the
most comparable projected U.S. GAAP measure because the excluded
items are difficult to predict and estimate and are primarily
dependent on future events.
About AMRI
Albany Molecular Research, Inc. (AMRI) is a global contract
research and manufacturing organization offering customers fully
integrated drug discovery, development and manufacturing services.
For over 22 years, AMRI has demonstrated its adaptability as the
pharmaceutical and biotechnology industries have undergone
tremendous change in response to multiple challenges. This
experience, a track record of success and locations in the United States, Europe and Asia now provides our customers with
SMARTSOURCING™, a full range of value-added opportunities providing
customers with informed decision-making, enhanced efficiency and
more successful outcomes at all stages of the pipeline. AMRI has
also successfully partnered R&D programs and is actively
seeking to out-license its remaining programs for further
development. For more information about AMRI, please visit our
website at www.amriglobal.com or follow us on Twitter
(@amriglobal).
Forward-looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. These statements include, but
are not limited to, statements regarding the acquisition of
Cedarburg Pharmaceuticals, Inc., Cedarburg's projected contribution
to AMRI's adjusted diluted EPS, the potential synergies associated
with the transaction, the potential impact on AMRI's operations and
financial results, statements regarding the strength of the
company's business and prospects, statements regarding the actions
taken to reduce cost and improve operating performance, and
statements concerning the company's momentum and long-term growth,
including expected results for 2014 and possible investment
opportunities. Readers should not place undue reliance on our
forward-looking statements. The company's actual results may differ
materially from such forward-looking statements as a result of
numerous factors, some of which the company may not be able to
predict and may not be within the company's control. Factors that
could cause such differences include, but are not limited to, the
ability of the Company to effectively integrate Cedarburg's
business; possible negative impacts to the revenue expected to be
received by Cedarburg following the closing of the transaction;
trends in pharmaceutical and biotechnology companies' outsourcing
of chemical research and development, including softness in these
markets; sales of Allegra® and the impact of the "at-risk" launch
of generic Allegra®, the OTC conversion of Allegra® and the generic
and OTC sales of Allegra in Japan
on the company's receipt of significant royalties under the
Allegra® license agreement; the success of the sales of other
products for which the company receives royalties; the risk that
the company will not be able to replicate either in the short or
long term the revenue stream that has been derived from the
royalties payable under the Allegra® license agreements; the risk
that clients may terminate or reduce demand under any strategic or
multi-year deal; the company's ability to enforce its intellectual
property and technology rights; the company's ability to obtain
financing sufficient to meet its business; the company's ability to
successfully comply with heightened FDA scrutiny on aseptic
fill/finish operations; the results of further FDA inspections; the
company's ability to effectively maintain compliance with
applicable FDA and DEA regulations; the company's ability to
integrate past or future acquisitions and make such acquisitions
accretive to the company's business model; the company's ability to
take advantage of proprietary technology and expand the scientific
tools available to it; the ability of the company's strategic
investments and acquisitions to perform as expected, as well as
those risks discussed in the company's Annual Report on Form 10-K
for the year ended December 31, 2013
as filed with the Securities and Exchange Commission on
March 17, 2014, and the company's
other SEC filings. Potential increases in AMRI's adjusted diluted
EPS, potential synergies available following closing of the pending
transaction and other forward looking information offered by senior
management today represent a point-in-time estimate and are based
on information as of the date of this press release. Senior
management has made numerous assumptions in providing this guidance
which, while believed to be reasonable, may not prove to be
accurate. Numerous factors, including those noted above, may cause
actual results to differ materially from the guidance provided. The
company expressly disclaims any current intention or obligation to
update the guidance provided or any other forward-looking statement
in this press release to reflect future events or changes in facts
assumed for purposes of providing this guidance or otherwise
affecting the forward-looking statements contained in this press
release.
SOURCE AMRI