Explanatory Note
On January 8, 2019, Cambrex Corporation (the Company) filed with the Securities and Exchange Commission (SEC) a
Current Report on Form
8-K
(the Initial Filing) reporting, among other things, that on January 2, 2019 the Company completed its acquisition of Avista Pharma Solutions, Inc., a Delaware
corporation (Avista), pursuant to the terms of the Agreement and Plan of Merger, dated as of November 19, 2018, by and among the Company, Avista, Aviator Merger Sub, Inc., a Delaware corporation (Merger Sub), Ampersand
2006 Limited Partnership and Ampersand 2011 Limited Partnership, Merger Sub merged with and into Avista, with Avista continuing as the surviving corporation and a wholly owned subsidiary of the Company. An aggregate purchase price of approximately
$252 million in cash was paid as consideration. Avista is a contract development, manufacturing, and testing organization which operates four facilities located in Durham, NC, Longmont, CO, Agawam, MA and Edinburgh, Scotland, UK.
On September 18, 2018, the Company filed with the SEC a Current Report on Form
8-K
reporting the
completion of the acquisition of Halo Pharmaceutical, Inc. (Halo) and on November 26, 2018, the Company filed a Current Report on Form
8-K/A
an amended Form
8-K
to include historical financial information of Halo and proforma financial information.
Pursuant to the requirements of Item 9.01 of Form
8-K,
the Company hereby amends Item 9.01 of the
Initial Filing to include historical financial information of Avista and proforma financial information. The Company believes it is more meaningful to the readers to include proforma financial information of Halo along with the proforma financial
information of Avista due to the short timeframe between the two acquisitions. Therefore, the unaudited proforma condensed combined income statements included herein give effect to the acquisitions of both Avista and Halo.
The attached Exhibit 99.3 to this Form
8-K/A
should be read in conjunction with the Form
8-K/A
filed with the SEC on November 26, 2018.
Item 9.01 Financial Statements and Exhibits.
(a)
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Financial Statements of Business Acquired
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The audited consolidated balance sheet of Avista as of December 31, 2017 and the related audited consolidated statement of operations,
statement of redeemable convertible preferred stock and stockholders deficit and statement of cash flows for the year ended December 31, 2017, is attached as Exhibit 99.1 to this Current Report on Form
8-K/A
and incorporated herein by reference.
The unaudited consolidated balance sheets of Avista
as of September 30, 2018 and 2017 and the related unaudited consolidated statements of operations, statements of redeemable convertible preferred stock and stockholders deficit and statements of cash flows, for the nine months ended
September 30, 2018 and 2017, is attached as Exhibit 99.2 to this Current Report on Form
8-K/A
and incorporated herein by reference.