AMRI signs definitive agreement to be acquired by the Carlyle Group and GTCR for $21.75 per share in cash
Tuesday, June 6, 2017
ALBANY, N.Y., June 6, 2017 /PRNewswire/ -- Albany Molecular Research, Inc. (NASDAQ:AMRI), a global contract research, development and manufacturing organization working with the life sciences industry to improve patient outcomes and quality of life for more than 25 years, today announced it has signed a definitive agreement to be acquired by affiliates of The Carlyle Group ("Carlyle") and GTCR LLC ("GTCR") for $21.75 per share in cash.
This represents a 42% premium to the 60-day weighted average closing stock price leading up to April 5, 2017 (the last trading day prior to public rumors in the press regarding a potential sale process).
The agreement was unanimously approved by AMRI's Board of Directors which has recommended that the shareholders vote in favor of the transaction.
William S. Marth, President and CEO of AMRI, said, "This transaction is a strong endorsement of our strategy. Given their deep healthcare industry expertise and financial resources, Carlyle and GTCR are highly attractive partners for us and offer a compelling opportunity to accelerate our growth and enhance delivery of world-class solutions to our customers."
"We strongly believe in AMRI's strategic direction and have been very impressed with management's ability to transform the business into a trusted partner for the biopharma industry," said Dean Mihas, Managing Director and head of the Healthcare group for GTCR. "We believe AMRI is uniquely positioned to capitalize on an increased trend for outsourcing of pharmaceutical products and services and look forward to partnering with the AMRI team to achieve its strategic objectives and drive value for all of AMRI's stakeholders."
Commenting on the transaction, Stephen H. Wise, Managing Director and Global Head of Healthcare for Carlyle, said, "AMRI has a strong track record of delivering world-class solutions to the global biopharmaceutical industry, and we are excited to help the Company create long-term value through targeted growth and superior customer service. We see great potential and talent within the organization, and are eager to partner with AMRI to strengthen and build upon its existing set of products and services."
Closing of the transaction is subject to customary closing conditions, including, among others, the affirmative vote in favor of the transaction by holders of a majority of AMRI's outstanding common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and similar laws outside the U.S. It is anticipated that the special meeting of AMRI's stockholders to vote on the transaction will be held in the third quarter of 2017, and, if the transaction is approved, the merger would be expected to close shortly thereafter.
The transaction will be financed through a combination of debt and equity financing. Carlyle and GTCR have received debt financing commitments to finance the transaction. There is no financing condition to the obligations of the equity sponsors to consummate the transaction. Equity capital for Carlyle's investment will come from Carlyle Partners VI, L.P., a $13 billion buyout fund, and equity capital for GTCR's investment will come from GTCR Fund XI, a buyout fund with $3.85 billion of limited partner capital commitments.
Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor to AMRI and provided a fairness opinion to a special committee of the Board of Directors of AMRI. Goodwin Procter LLP is acting as legal advisor to AMRI in connection with the transaction. Latham & Watkins LLP is acting as legal advisor and Barclays and Morgan Stanley & Co. LLC are acting as financial advisors to Carlyle in connection with the transaction. Kirkland & Ellis LLP is acting as legal advisor and RBC Capital Markets LLC is acting as financial advisor to GTCR in connection with the transaction.
Additional Information about the Proposed Transaction and Where to Find It
AMRI plans to file with the U.S. Securities and Exchange Commission ("SEC") and furnish its stockholders with a proxy statement in connection with the proposed transaction with Carlyle and GTCR and security holders of AMRI are urged to read the proxy statement and the other relevant materials when they become available because such materials will contain important information about AMRI, Carlyle and GTCR and their respective affiliates and the proposed transaction. The proxy statement and other relevant materials (when they become available), and any and all other documents filed by AMRI with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov.
In addition, investors may obtain a free copy of AMRI's filings from AMRI's website at http://ir.amriglobal.com/ or by directing a request to: Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, attn: email@example.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION.
Participants in the Solicitation
AMRI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of AMRI in connection with the proposed transaction. Information about those directors and executive officers of AMRI, including their ownership of AMRI securities, is set forth in the proxy statement for AMRI's 2017 Annual Meeting of Stockholders, which was filed with the SEC on April 19, 2017, as supplemented by other AMRI filings with the SEC. Investors and security holders may obtain additional information regarding the direct and indirect interests of AMRI and its directors and executive officers in the proposed transaction by reading the proxy statement and other public filings referred to above.