Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Entry into a Material Definitive Agreement

Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On June 5, 2017, Albany Molecular Research, Inc., a Delaware
corporation (AMRI), entered into an
Agreement and Plan of Merger (the Merger
Agreement
) with UIC Parent Corporation, a
Delaware corporation (Parent), and
UIC Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (Merger Sub and,
together with Parent, the Acquiring
Parties
), to which, subject to the satisfaction
or waiver of the conditions therein, Merger Sub will merge with
and into AMRI (the Merger), with AMRI
surviving as a wholly-owned subsidiary of Parent. Parent and
Merger Sub were formed by (i) affiliates of Carlyle Partners
VI, L.P. (Carlyle) and (ii) GTCR Fund
XI/A LP, GTCR Fund XI/C LP, and GTCR Co-Invest XI LP,
collectively (GTCR). The Merger
Agreement was unanimously approved by the members of the board
of directors of AMRI (the Board) and
by a special committee of the Board (the Special
Committee
), and the Board, upon the
recommendation of the Special Committee, unanimously resolved
to recommend approval of the Merger Agreement to AMRIs
stockholders (the Board
Recommendation
).

Subject to the terms of the Merger Agreement, at the effective
time of the Merger (the Effective
Time
), each share of AMRI common stock issued and
outstanding immediately prior to the Effective Time (other than
shares owned by the Acquiring Parties or AMRI and shares held by
stockholders who have perfected their statutory rights of
appraisal under Section262 of the Delaware General Corporation
Law) will be automatically cancelled and converted into the right
to receive $21.75 in cash, without interest and less any
applicable withholding taxes (the Merger
Consideration
).

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 and which has an exercise
price less than the Merger Consideration will be automatically
converted into the right to receive an amount in cash equal to
the product of (x)the excess, if any, of the Merger Consideration
over the per share exercise price of such AMRI stock option and
(y)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. As of the Effective
Time, (i) each outstanding share of AMRI restricted stock shall
become fully vested and the restrictions with respect thereto
shall lapse and each such share shall be converted into the right
to receive the Merger Consideration and shall be treated in the
same manner as the other shares of AMRI common stock, (ii) each
outstanding AMRI time-based and performance-based restricted
stock unit shall be cancelled in exchange for the right to
receive an amount in cash equal to the product of (X)the Merger
Consideration and (Y)the aggregate number of shares of AMRI
common stock subject to such AMRI restricted stock unit award
(with such performance-based restricted stock unit deemed fully
earned at the greater of 100% of the specified target award level
and the percentage of the target award level that would be earned
based on the achievement of the applicable performance metric as
of the Effective Time), and (iii) each outstanding AMRI phantom
stock award shall be converted into the right to receive an
amount in cash equal to the product of (A)the Merger
Consideration and (B)the aggregate number of shares of AMRI
common stock subject to such AMRI phantom stock award.

The Merger Agreement contains customary representations,
warranties and covenants of AMRI and the Acquiring Parties,
including, among others, covenants by AMRI to conduct its
business in the ordinary course during the period between
execution of the Merger Agreement and consummation of the Merger
(the Closing) and prohibiting AMRI from
engaging in certain kinds of activities during such period
without the consent of the Acquiring Parties. The Merger
Agreement also contains customary termination provisions for both
AMRI and Parent, as discussed in more detail below.

The Merger is conditioned upon, among other things, the approval
of the Merger Agreement by the affirmative vote of holders of at
least a majority of all outstanding shares of common stock of
AMRI (the Stockholder Approval) at a
meeting of AMRIs stockholders held for such purpose (the
Stockholder Meeting), the expiration of
the applicable waiting periods (and any extension thereof) under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
applicable foreign antitrust laws and other customary closing
conditions.

AMRI will be subject to a customary no-shop provision whereby,
subject to certain exceptions, it will be prohibited from (i)
soliciting, initiating, knowingly facilitating, or knowingly
encouraging any inquiries, proposals or offers that constitute,
or that could reasonably be expected to lead to, an alternative
transaction (an Acquisition Proposal),
(ii) engaging in, continuing or otherwise participating in
discussions or negotiations with third parties regarding an
Acquisition Proposal, or furnishing to third parties any
information or providing any access to the business, properties,
assets or personnel of AMRI or any of its subsidiaries relating
in any way to, or for the purpose of encouraging or facilitating
an Acquisition Proposal, or (iii) entering into any letter of
intent or agreement with respect to an Acquisition Proposal or
requiring AMRI to abandon the Merger. The no shop provision is
subject to a customary fiduciary out provision that allows AMRI,
under certain circumstances and in compliance with certain
obligations, to provide information and engage in discussions or
negotiations with respect to an Acquisition Proposal that
constitutes, or could reasonably be expected to result in, a
superior acquisition proposal (a Superior Proposal) and, until
approval of the Merger at the Stockholder Meeting, to accept a
Superior Proposal and terminate the Merger Agreement, subject to
the payment of a termination fee in certain instances, as
described below.

AMRI is required to pay a $35 million termination fee (i) if
Parent terminates the Merger Agreement because the Board
withdraws or otherwise acts in a manner adverse to the Board
Recommendation (including by failing to include the Board
Recommendation in the proxy statement or reaffirm the Board
Recommendation under certain circumstances or there is a material
breach by AMRI of the no shop or fiduciary out provisions noted
above), (ii) if AMRI terminates the Merger Agreement because the
Board withdraws the Board Recommendation and, concurrently with
such termination, enters into a Superior Proposal for at least
50% of the assets or voting equity of AMRI, or (iii) if (x) the
Merger Agreement is terminated by AMRI or Parent because AMRI
fails to obtain Stockholder Approval or by Parent for certain
uncured breaches by AMRI or by either AMRI or Parent if the end
date under the Merger Agreement has occurred and AMRI has
materially breached the Merger Agreement, (y) an Acquisition
Proposal was made under certain circumstances, and (z) a Superior
Proposal for at least 50% of the assets or voting equity of AMRI
is consummated or entered into within twelve months after
termination and is subsequently consummated (whether during such
twelve month period or thereafter). In no event would AMRI be
required to pay a termination fee on more than one occasion.

The Merger Agreement provides that Parent shall pay to AMRI a $70
million termination fee (the Parent Termination
Fee
) if AMRI terminates the Merger Agreement in certain
circumstances due to certain breaches by the Acquiring Parties or
if the Acquiring Parties fail to consummate the Merger and all
other conditions to Closing are satisfied or waived (other than
those conditions that would be and are capable of being satisfied
at Closing).

Parent has obtained equity and debt financing commitments to
finance the transactions contemplated by the Merger Agreement,
including the payment of the Merger Consideration, payments in
respect of equity awards, repayment of indebtedness and payment
of all related fees and expenses. In addition, each of Carlyle
and GTCR has executed a limited guarantee in favor of AMRI to
guarantee, subject to the limitations described therein, the
payment of the Parent Termination Fee and certain other expense
obligations of the Acquiring Parties under the Merger Agreement.

The foregoing description of the Merger Agreement and the
transactions contemplated thereby do not purport to be complete
and are subject to, and qualified in their entirety by, the
full text of the Merger Agreement, which is attached to this
Current Report on Form 8-K as Exhibit2.1 and which is
incorporated herein by reference.

The Merger Agreement is attached to provide investors with
information regarding its terms and is not intended to provide
any other factual information about AMRI, Parent or Merger Sub.
The assertions embodied in the representations and warranties
the parties made in the Merger Agreement were made for purposes
of the Merger Agreement and are subject to qualifications and
limitations agreed to by the respective parties in connection
with negotiating the terms of the Merger Agreement, including
information contained in confidential disclosure schedules that
the parties exchanged in connection with signing the Merger
Agreement. Accordingly, investors and security holders should
not rely on such representations and warranties as
characterizations of the actual state of facts or
circumstances, since they were only made as of a specific date
and are modified in important part by the underlying disclosure
schedules. In addition, certain representations and warranties
may be subject to a contractual standard of materiality
different from what might be viewed as material to
stockholders, or may have been used for purposes of allocating
risk between the respective parties rather than establishing
matters of fact. Moreover, information concerning the subject
matter of such representations and warranties may change after
the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in AMRIs or the Acquiring
Parties public disclosures.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements with Certain Officers.

On June 5, 2017, the Board approved modifications to each of
William Marth and Margalit Fines employment agreements, to
provide that, within thirty (30) days of a change of control
transaction, such executive shall be entitled to receive a sum
equal to the executives pro rata target cash bonus for the year
in which such change of control occurred.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On June 5, 2017, the Board determined that it was in the best
interests of AMRI and its stockholders to adopt, and did adopt, a
by-law amendment (the By-law
Amendment
), effective immediately, entitled
Exclusive Jurisdiction of Delaware Courts. to Section 115 of the
Delaware General Corporation Law, the By-law Amendment designates
the Chancery Court of the State of Delaware (or, if the Chancery
Court does not have jurisdiction, the federal district court for
the District of Delaware or other state courts of the State of
Delaware) as the sole and exclusive forum, unless AMRI consents
in writing to the selection of an alternative forum, for (i)any
derivative action or proceeding brought on behalf of AMRI,
(ii)any action asserting a claim of, or a claim based on, breach
of a fiduciary duty owed by any director, officer or other
employee or stockholder of AMRI, (iii)any action asserting a
claim arising to any provision of the Delaware General
Corporation Law or AMRIs restated Certificate of Incorporation or
amended and restated By-laws or (iv)any action asserting a claim
against AMRI or any current or former director, officer, employee
or stockholder governed by the internal affairs doctrine. A copy
of the By-law Amendment is attached as Exhibit 3.1 to this report
and is incorporated herein by reference.

Item 8.01. Other Events.

On June 6, 2017, AMRI issued a press release announcing the entry
into the Merger Agreement. A copy of the press release is
furnished herewith as Exhibit99.1.

Additional Information About the Proposed Transaction and
Where to Find It

This Current Report on Form 8-K does not constitute an offer to
sell or the solicitation of an offer to buy any securities or the
solicitation of any vote or approval. 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 SECs website at
www.sec.gov.

In addition, investors may obtain a free copy of AMRIs filings
from AMRIs website at http://ir.amriglobal.com/ or by directing a
request to: Albany Molecular Research, Inc., 26 Corporate Circle,
Albany, New York 12203, attn: investorinfo@amriglobal.com.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION.

Participants in the Solicitation

AMRI and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the security
holders of AMRI in connection with the proposed transaction.
Information about those directors and executive officers of AMRI,
including their ownership of AMRI securities, is set forth in the
proxy statement for AMRIs 2017 Annual Meeting of Stockholders,
which was filed with the SEC on April 19, 2017, as supplemented
by other AMRI filings with the SEC. Investors and security
holders may obtain additional information regarding the direct
and indirect interests of AMRI and its directors and executive
officers in the proposed transaction by reading the proxy
statement and other public filings referred to above.

Forward-Looking Statements

This report includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to,
statements regarding the proposed Merger, the expected impact of
the Merger on AMRIs business, AMRIs plans with regard to the
proxy statement, 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. AMRIs
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 AMRIs control.
Factors that could cause such differences include, but are not
limited to, (i) the risk that the proposed merger may not be
completed in a timely manner, or at all, which may adversely
affect AMRI’s business and the price of its common stock, (ii)
the failure to satisfy all of the closing conditions of the
proposed merger, including the adoption of the Merger Agreement
by AMRI’s stockholders and the receipt of certain governmental
and regulatory approvals in the U.S. and 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; AMRIs ability to provide quality
and timely services and to compete with other companies providing
similar services; AMRIs ability to comply with strict regulatory
requirements; AMRIs ability to successfully integrate past and
future acquisitions and to realize the expected benefits of each;
disruptions in AMRIs ability to source raw materials; a change in
the AMRIs relationships with its largest customers; AMRIs ability
to service its indebtedness; AMRIs ability to protect its
technology and proprietary information and the confidential
information of its customers; AMRIs 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 AMRIs 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 AMRIs 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 report to reflect future events
or changes in facts affecting the forward-looking statements
contained in this report.

Contact:

Patty Eisenhaur

Head of Investor Relations

518.512.2261

investorinfo@amriglobal.com

Item9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
2.1 Agreement and Plan of Merger, dated June 5, 2017, by and
among Albany Molecular Research, Inc., UIC Parent Corporation
and UIC Merger Sub, Inc.*
3.1 Amendment to Amended and Restated By-laws
99.1 Press Release, dated June 6, 2017**
* Schedules have been omitted to Item 601(b)(2)of Regulation
S-K. AMRI hereby undertakes to furnish copies of any of the
omitted schedules upon request by the SEC.
** Furnished herewith.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

Albany Molecular Research, Inc.
Dated: June 6, 2017 By: /s/ William S. Marth
Name: William S. Marth
Title: President and Chief Executive Officer

Exhibit Index

Exhibit Number Description
2.1 Agreement and Plan of Merger, dated June 5, 2017, by and
among Albany Molecular Research, Inc., UIC Parent Corporation
and UIC Merger Sub, Inc.*
3.1 Amendment to Amended and Restated By-laws
99.1 Press Release, dated June 6, 2017**
* Schedules have been omitted


About Albany Molecular Research, Inc. (NASDAQ:AMRI)

Albany Molecular Research, Inc. is a global contract research and manufacturing company. The Company provides drug discovery, development, and manufacturing services. The Company operates through three segments: Discovery and Development Services (DDS), Active Pharmaceutical Ingredients (API) and Drug Product Manufacturing (DPM). The DDS segment includes activities, such as drug lead discovery, optimization, drug development and small-scale commercial manufacturing. API includes pilot to commercial scale manufacturing of active pharmaceutical ingredients and intermediates and high potency and controlled substance manufacturing. DPM includes pre-formulation, formulation and process development through commercial scale production of complex liquid-filled and lyophilized injectable formulations. It supplies a range of services and technologies supporting the discovery and development of pharmaceutical products, the manufacturing of API and drug product for new and generic drugs.

An ad to help with our costs