Albany Molecular Research (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, has signed a definitive agreement to be acquired by affiliates of The Carlyle Group and 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.