ALBANY, N.Y., June 29, 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 the early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), in connection with the
proposed acquisition of AMRI by affiliates of The Carlyle Group ("Carlyle") and GTCR LLC ("GTCR").
As previously announced, on June 5, 2017, AMRI entered into a definitive agreement to be
acquired by Carlyle and GTCR for $21.75 per share in cash. The early termination of the HSR waiting
period satisfies one of the conditions to the proposed acquisition. Closing of the transaction remains subject to other closing
conditions, including the affirmative vote in favor of the transaction by holders of a majority of AMRI's outstanding common
stock and other customary closing conditions, including certain regulatory approvals in foreign jurisdictions. 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.
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: 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 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.
Forward-looking Statements
This press release 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 expected timing of the proposed
merger. 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. AMRI's 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 AMRI's 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; AMRI's ability to provide quality and timely services and to
compete with other companies providing similar services; AMRI's ability to comply with strict regulatory requirements; AMRI's
ability to successfully integrate past and future acquisitions and to realize the expected benefits of each; disruptions in
AMRI's ability to source raw materials; a change in the AMRI's relationships with its largest customers; AMRI's ability to
service its indebtedness; AMRI's ability to protect its technology and proprietary information and the confidential information
of its customers; AMRI's 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 AMRI's 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 AMRI's 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 press release to reflect future events or changes in facts affecting the
forward-looking statements contained in this press release.
About AMRI
AMRI, a global contract research and manufacturing organization, partners with the pharmaceutical and biotechnology industries
to improve patient outcomes and quality of life. With locations in North America, Europe and Asia, AMRI's team combines scientific expertise and
market-leading technology to provide a complete suite of solutions in Discovery, Development, Analytical and Solid State
Services, API Manufacturing and Drug Product. For more information about AMRI, visit www.amriglobal.com.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/amri-announces-early-termination-of-hsr-waiting-period-for-the-carlyle-group-and-gtcrs-proposed-acquisition-of-amri-300481753.html
SOURCE AMRI