Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Other Events


Albany Molecular Research, Inc. (NASDAQ:AMRI) Files An 8-K Other Events

ITEM 8.01 Other Events.

As previously announced, on June 5, 2017, Albany Molecular
Research, Inc. (AMRI or the Company), 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), providing for the merger of Merger Sub with
and into AMRI (the Merger), with AMRI surviving the Merger 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 consummation of the Merger is
conditioned upon, among other things, the expiration or
termination of any waiting periods applicable to the consummation
of the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the HSR Act). On June 26, 2017, the U.S.
Federal Trade Commission notified AMRI that early termination of
the waiting period under the HSR Act was granted, effective

The consummation of the Merger remains subject to approval by
AMRIs stockholders and the satisfaction or waiver of customary
closing conditions set forth in the Merger Agreement, including
certain regulatory approvals in foreign jurisdictions.

On June 29, 2017, the Company issued a press release announcing
the early termination of the HSR Act waiting period. A copy of
this press release is attached to this Current Report on Form8-K
as Exhibit99.1 and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Press Release, dated June 29, 2017.

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

In addition, investors may obtain a free copy of AMRIs filings
from AMRIs website at or by directing a
request to: Albany Molecular Research, Inc., 26 Corporate Circle,
Albany, New York 12203, attn: [email protected]


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 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 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 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.

EX-99.1 2 v469921_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1     AMRI Announces Early Termination of HSR Waiting Period for The Carlyle Group and GTCR’s Proposed Acquisition of AMRI   ALBANY,…
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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.

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