Cambrex Corporation (NYSE: CBM), the leading small molecule company
providing drug substance, drug product and analytical services
across the entire drug lifecycle, announced today that it has
signed a definitive agreement to be acquired by an affiliate of the
Permira funds in a transaction valued at approximately $2.4
billion, including Cambrex’s net debt. Under the terms of the
merger agreement, Cambrex shareholders will receive $60.00 in cash
for each share of Cambrex common stock, which represents a 47.1%
premium to the August 6 closing stock price and a 37.3% premium to
the 60-day volume weighted average closing price leading up to this
announcement.
Cambrex has grown to become the premier contract
development and manufacturing organization in the small molecule
space over the last several years. The recent acquisitions of
Halo Pharma in 2018 and Avista Pharma Solutions in 2019 added drug
product manufacturing and a full range of early stage and
analytical testing services to the company’s leading position in
drug substance manufacturing, allowing Cambrex to broaden customer
relationships over the full product lifecycle, from pre-clinical
through commercial.
“We are excited to announce this transaction with
Permira, a global private equity firm that has made significant
investments in the pharma services space. This agreement is a
strong endorsement of our strategy and represents significant value
for our shareholders,” commented Steve Klosk, President and CEO of
Cambrex. “Cambrex will continue to invest aggressively in our
commitment to our global customer base, where we are constantly
looking at ways to provide the broadest possible range of world
class services.”
“We are very excited to back Cambrex in its next
phase of growth,” said Henry Minello, Principal in the Global
Healthcare Group of Permira. “Over many years, Cambrex has
built a leading position with best-in-class capabilities and
facilities, backed by an excellent reputation for quality and
technical expertise. We look forward to partnering with
Cambrex’s talented management and employees to support the growth
of its integrated services offering.”
Completion of the transaction is subject to
customary closing conditions, including receipt of approval by
Cambrex’s shareholders and customary regulatory approvals.
Closing is expected to occur during the fourth quarter of
2019.
The transaction will be financed through a
combination of debt and equity financing.
Under the terms of the agreement, Cambrex may
actively solicit acquisition proposals from third parties during a
45-day “go-shop” period starting from the date of the agreement
(which period may be extended under certain circumstances for an
additional 15 days), and subject to customary requirements included
in the agreement, enter into or recommend a transaction with a
person or group that makes a superior proposal. There can be no
assurance that this process will result in a superior proposal.
Cambrex does not intend to disclose developments during this
process unless and until the Board makes a decision with respect to
any superior proposal it may receive.
Morgan Stanley & Co. LLC is acting as exclusive
financial advisor and Kirkland & Ellis, LLP is serving as legal
advisor to Cambrex. RBC Capital Markets is acting as
exclusive financial advisor and provided committed debt financing
to the Permira funds and Skadden, Arps, Slate, Meagher & Flom,
LLP is serving as legal advisor to the Permira funds.
About CambrexCambrex is the
leading small molecule company that provides drug substance, drug
product and analytical services across the entire drug lifecycle.
The company provides customers with an end-to-end partnership for
the research, development and manufacture of small molecule
therapeutics. With over 35 years’ experience and a growing team of
over 2,000 experts servicing global clients from sites in North
America and Europe, Cambrex is a trusted partner in branded and
generic markets for API and dosage form development and
manufacturing.
Cambrex offers a range of specialist drug substance
technologies and capabilities including biocatalysis, continuous
flow, controlled substances, solid state science, material
characterization and highly potent APIs. In addition, Cambrex can
support conventional dosage forms including oral solids,
semi-solids and liquids and has the expertise to manufacture
specialist dosage forms such as modified-release, fixed dose
combination, pediatric, bi-layer tablets, stick packs, topicals,
controlled substances, sterile and non-sterile ointments.
For more information, please visit
www.cambrex.com
About PermiraPermira is a global
investment firm. Founded in 1985, the firm advises funds with a
total committed capital of approximately US$48bn (€41.5bn) and
makes long-term investments, including majority control investments
as well as strategic minority investments, in companies with the
objective of transforming their performance and driving sustainable
growth. The Permira funds have made over 250 private equity
investments in five key sectors: Technology, Consumer, Financial
Services, Industrial Tech and Services, and Healthcare. Permira
employs over 250 people in 14 offices across Europe, North America,
and Asia.
Cambrex Contact:
Stephanie
LaFiura
Investor RelationsTel:
201-804-3037
Email: stephanie.lafiura@cambrex.com
Permira Contact:
Helena RoweHead of
Marketinghelena.rowe@permira.com
Brooke Gordon / Julie
RudnickPermira-SVC@SARDVERB.com
Cautionary Language Concerning Forward-Looking
Statements
Information set forth in this communication,
including financial estimates and statements as to the expected
timing, completion and effects of the proposed transaction between
the Company and Permira, constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements may be identified by the fact that they
use words such as “may,” “will,” “could,” “should,” “would,”
“expect,” “anticipate,” “intend,” “estimate,” “believe” or similar
expressions. Any forward-looking statements contained herein are
based on current plans and expectations and involve risks and
uncertainties that could cause actual outcomes and results to
differ materially from current expectations. These forward-looking
statements are subject to risks and uncertainties, and actual
results might differ materially from those discussed in, or implied
by, the forward-looking statements. Such forward-looking statements
may include, but are not limited to, statements about the
anticipated benefits of the merger, including future financial and
operating results, expected synergies and cost savings related to
the merger, the plans, objectives, expectations and intentions of
the Company, Permira and the combined company, the expected timing
of the completion of the merger, and other statements that are not
historical facts. Such statements are based upon the current
beliefs and expectations of the management of the Company or
Permira, as applicable, and are qualified by the inherent risks and
uncertainties surrounding future expectations generally, and actual
results could differ materially from those currently anticipated
due to a number of risks and uncertainties. Neither the Company nor
Permira, nor any of their respective directors, executive officers
or advisors, provide any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements will actually occur. Among the risks and
uncertainties that could cause actual results to differ from those
described in the forward-looking statements are the following: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger Agreement, the risk that
the Company’s stockholders may not adopt the merger Agreement, the
risk that the necessary regulatory approvals may not be obtained or
may be obtained subject to conditions that are not anticipated,
risks that any of the closing conditions to the merger may not be
satisfied or waived in a timely manner, risks related to disruption
of management time from ongoing business operations due to the
merger, the effect of the announcement of the merger on the ability
of the Company to retain customers and retain and hire key
personnel and maintain relationships with its suppliers and other
business partners, and on their operating results and businesses
generally, the risk that potential litigation in connection with
the merger may affect the timing or occurrence of the merger or
result in significant costs of defense, indemnification and
liability and transaction costs.
The forward-looking statements are based on the
beliefs and assumptions of Company management and the information
available to Company management as of the date of this report. The
Company cautions investors not to place undue reliance on
expectations regarding future results, levels of activity,
performance, achievements or other forward-looking statements. The
information contained in this document is provided by the Company
as of the date hereof, and, unless required by law, the Company
does not undertake and specifically disclaims any obligation to
update these forward-looking statements contained in this document
as a result of new information, future events or otherwise.
Discussions of additional risks and uncertainties
are and will be contained in the Company’s filings with the SEC,
including the “Risk Factors” sections of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2018.
You can obtain copies of the Company’s filings with the SEC for
free at the SEC’s website (www.sec.gov).
Certain Information Regarding Participants
The Company and certain of its directors, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding the Company’s
directors and executive officers is available in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2018,
which was filed with the SEC on February 13, 2019, and in its proxy
statement for the 2019 Annual Meeting, which was filed with the SEC
on March 12, 2019. To the extent holdings of Company securities
have changed since the amounts printed in the proxy statement for
the 2019 Annual Meeting, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed with
the SEC. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available. These documents will be
available free of charge from the sources indicated below.
Important Information and Where to Find It
In connection with the proposed transaction, the
Company will file with the SEC a proxy statement with respect to a
special meeting of the Company’s stockholders to approve the
transaction. The definitive proxy statement will be mailed to the
stockholders of the Company. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE TRANSACTION.
Investors and security holders will be able to
obtain these materials, when they are available, and other relevant
documents filed with the SEC free of charge at the SEC’s website,
www.sec.gov. In addition, copies of the proxy statement, when they
become available, may be obtained free of charge by accessing the
Company’s website at www.cambrex.com or by contacting the Company’s
investor relations department by email at
stephanie.lafiura@cambrex.com.
No Offer or Solicitation
This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities or
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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