CAMBREX CORPORATION (NYSE:CBM) Files An 8-K Financial Statements and Exhibits

CAMBREX CORPORATION (NYSE:CBM) Files An 8-K Financial Statements and Exhibits
Item 9.01 of Form 8-K, the Company hereby amends Item 9.01 of the Initial Filing to include historical financial information of Halo Pharmaceutical and Affiliates and pro forma financial information.

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Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired

The audited combined balance sheets of Halo Pharmaceutical and Affiliates as of December 31, 2017 and 2016, and the related combined statements of comprehensive income, combined statements of cash flows, and combined statements of changes in stockholders’ equity, for the years ended December 31, 2017 and 2016, is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

The unaudited combined balance sheets of Halo Pharmaceutical and Affiliates as of June 30, 2018 and 2017 and the related combined statements of comprehensive income, combined statements of cash flows, and combined statements of changes in stockholders’ equity, for the six months ended June 30, 2018 and 2017, is attached as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

(b)

Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements combine the historical financial position of Cambrex and Halo Pharmaceutical and Affiliates as of June 30, 2018 and the results of their operations for the six months ended June 30, 2018 and for the year ended December 31, 2017. The unaudited pro forma condensed combined income statements assume the acquisition of Halo Pharmaceutical and Affiliates had occurred on January 1, 2017 and the unaudited pro forma condensed combined balance sheets assume the acquisition had occurred as of June 30, 2018. Such unaudited pro forma condensed combined financial statements are attached hereto as Exhibit 99.3 and are incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.

Description

2.1

Purchase and Sale Agreement, dated July 20, 2018, by and among Cambrex Corporation, Halo Pharmaceutical, Inc., 8121117 Canada Inc., Halo Pharmaceutical Canada Inc., the Sellers party thereto, SK Capital Partners, L.P., as Sellers’ Representative, and SK Angel Holdings, L.P., as Seller Guarantor (B)

23.1

Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm (A)

99.1

Audited Combined Financial Statements of Halo Pharmaceutical and Affiliates as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 (A)

99.2

Unaudited Combined Financial Statements of Halo Pharmaceutical and Affiliates as of June 30, 2018 and 2017 and for the six months ended June 30, 2018 and 2017 (A)

99.3

Unaudited Pro Forma Condensed Combined Financial Information as of June 30, 2018 and for the six months ended June 30, 2018 and for the year ended December 31, 2017 (A)

(B)

Incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed on August 2, 2018.


CAMBREX CORP Exhibit
EX-23.1 2 cbm-ex231_11.htm EX-23.1 cbm-ex231_11.htm   Exhibit 23.1   CAMBREX CORPORATION Consent of Independent Registered Public Accounting Firm We have issued our report dated October 10,…
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About CAMBREX CORPORATION (NYSE:CBM)

Cambrex Corporation (Cambrex) is a life sciences company. The Company provides products and services for the development and commercialization of new and generic therapeutics. The Company supplies its products and services across the world to generic pharmaceutical companies. Cambrex operates through three segments, which are manufacturing facilities. The Company’s manufacturing facilities are located in the Europe and the United States. The Company’s business consists of the custom development and manufacture of pharmaceutical ingredients derived from organic chemistry. The Company’s products include active pharmaceutical ingredients (APIs), pharmaceutical intermediates and other fine chemicals. The Company’s products and services are sold around the world under trademarks that are owned by the Company. This includes Profarmaco, which is registered around the world as a word and design mark. Its products are sold through a combination of direct sales and independent agents.

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