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Albany Molecular Research Agrees to USD 922m Carlyle Group, GTCR Buyout
Tuesday 06 June 2017

6 June 2017 - US-based contract research, development and manufacturing organisation Albany Molecular Research, Inc. (NASDAQ: AMRI) has signed a definitive agreement to be acquired by affiliates of US-based alternative asset manager The Carlyle Group and US-based private equity firm GTCR LLC for USD 21.75 per share in cash, the company said.

The deal is worth USD 922m.

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.

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 US.

It is anticipated that the special meeting of AMRI's stockholders to vote on the transaction will be held in 3Q17, 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 USD 13bn buyout fund, and equity capital for GTCR's investment will come from GTCR Fund XI, a buyout fund with USD 3.85bn of limited partner capital commitments.

Albany Molecular Research has locations in North America, Europe and Asia.

Credit Suisse Securities LLC is acting as exclusive financial advisor to AMRI and provided a fairness opinion to a special committee of the board of directors of AMRI. Goodwin Procter LLP is acting as legal advisor to AMRI in connection with the transaction. 

Latham and Watkins LLP is acting as legal advisor and Barclays and Morgan Stanley and Co. LLC are acting as financial advisors to Carlyle in connection with the transaction. Kirkland and Ellis LLP is acting as legal advisor and RBC Capital Markets LLC is acting as financial advisor to GTCR in connection with the transaction.
Date Published: 06/06/2017
Target: Albany Molecular Research
Country: USA
Deal Size: 922m (USD)
Sector: Pharmaceuticals
Type: LBO
Financing: Cash
Status: Agreed
Buyer: The Carlyle Group, GTCR
Buyer Advisor: Latham and Watkins , Barclays , Morgan Stanley , Kirkland and Ellis , RBC Capital Markets