CBM Cambrex Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

CAMBREX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

CAMBREX CORPORATION

One Meadowlands Plaza

East Rutherford, New Jersey 07073

September 23, 2019

Dear Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Cambrex Corporation (the “Company”) to be held on October 23, 2019, at the Metropolitan Center, One Meadowlands Plaza, East Rutherford, New Jersey 07073, at 1:00 p.m., Eastern time.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Catalog Intermediate Inc. (“Parent”), Catalog Merger Sub Inc. (“Merger Sub”) and the Company, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Parent and Merger Sub are controlled by investment funds advised by Permira Advisers LLC (“Permira”). Permira is a global investment firm. Founded in 1985, Permira advises funds with a total committed capital of approximately US$48 billion (€41.5 billion) 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. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger”).

If the Merger is completed, you will be entitled to receive $60.00 in cash, without interest thereon and net of any required withholding of taxes, for each share of the Company’s Class A common stock, par value $.10 per share, and each share of Class B common stock, par value $.10 per share (collectively, the “Company Common Stock”), that you own (unless you have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and have properly exercised your statutory rights of appraisal in respect of such shares of Company Common Stock under Delaware law), which represents a premium of approximately: (1) 47.1% to the closing price of the Company Common Stock on August 6, 2019, the last trading day prior to the Company’s announcement of the Merger, and (2) 37.3% to the 60-day volume weighted average closing price leading up to the announcement of the Merger.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has: (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, and declared that it is advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery by the Company of the Merger Agreement and the Fee Funding Agreement described further in the accompanying proxy statement, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the General Corporation Law of the State of Delaware; and (iv) directed that the adoption of the

Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting. The Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares through a bank, broker or other nominee and want to vote in person at the Special Meeting, you must obtain a “legal proxy.”

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Samantha Hanley

Corporate Secretary

The accompanying proxy statement is dated September 23, 2019 and, together with the enclosed form of proxy card, is first being mailed on or about September 26, 2019.

CAMBREX CORPORATION

One Meadowlands Plaza

East Rutherford, New Jersey 07073

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the proposal to adjourn the Special Meeting.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Company Common Stock, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the documents we file with the SEC without charge by following the instructions under the caption, “Where You Can Find More Information.”

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Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A stockholder that is a Non-U.S. Holder (as defined under the caption, “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Company Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. Holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

For a more complete description of the U.S. federal income tax consequences of the Merger, see “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 28.

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This proxy statement contains a discussion of the material U.S. federal income tax consequences of the Merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the Merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the Merger under any state, local or non-U.S. income or other tax laws.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (1) submit a signed proxy card; (2) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If the Company terminates the Merger Agreement prior to the Cut-Off Time for the purpose of entering into an agreement with an Excluded Party in respect of a Superior Proposal prior to the adoption of the Merger Agreement by stockholders, the Company must substantially concurrently with such termination pay a termination fee of $25,666,846 to Parent. If the Company terminates the Merger Agreement for the purpose of entering into an agreement in respect of a Superior Proposal under any other circumstance, the Company must pay a termination fee of $61,600,430 to Parent. If Parent terminates the Merger Agreement due to the occurrence of a Parent Breach Termination or a Closing Failure Termination or if the Merger Agreement is terminated because it has not been consummated by the Termination Date and at such time the Company could have terminated the Merger Agreement due to a Parent Breach Termination or a Closing Failure Termination, Parent must pay a termination fee of $123,200,859, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

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If the proposal to adopt the Merger Agreement is approved, the shares of Company Common Stock held by the Company’s directors and executive officers will be treated in the same manner as outstanding shares of the Company Common Stock held by all other stockholders. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration.”

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For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Outstanding Company Options, Company RSUs and Company PSUs.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant your proxy, and to confirm that your voting instructions have been properly recorded when granting your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares or granting your proxy, if you grant your proxy electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of Company Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Company Common Stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of Company Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Assuming a quorum is present, abstentions and broker non-votes, if any, will have no effect on the Compensation Proposal.

For the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes, if any, will have no effect on the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies.

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If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Call Toll-free: (888) 750-5834

Banks and Brokers Call: (212) 750-5833

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FORWARD-LOOKING STATEMENTS

Information set forth in this proxy statement, 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 Exchange Act. 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 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 filing of this proxy statement. 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 proxy statement 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” section 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).

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on October 23, 2019 at the Metropolitan Center, One Meadowlands Plaza, East Rutherford, New Jersey 07073, at 1:00 p.m., Eastern time.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; (2) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement; and (3) adjourn the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at One Meadowlands Plaza, East Rutherford, New Jersey 07073, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting. Stockholders may make arrangements for such inspection by contacting Samantha Hanley, Vice President, General Counsel and Corporate Secretary, Cambrex Corporation, One Meadowlands Plaza, East Rutherford, New Jersey 07073.

As of the Record Date, there were 33,724,367 shares of Company Common Stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the shares of Company Common Stock entitled to vote at the Special Meeting, present in person or by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting is required to adopt the Merger Agreement. As of the Record Date, 16,862,184 shares of Company Common Stock constitute a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Adoption of the Merger Agreement by stockholders is a condition to the closing of the Merger.

The affirmative vote of the holders of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter (provided a quorum is present) is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the Adjournment Proposal, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an

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advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any Adjournment Proposal.

Each “broker non-vote” (if any) will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any Adjournment Proposal. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. A bank, broker or other nominee generally has discretion to vote on “routine” matters but cannot vote on “non-routine” matters. As long as there is at least one “routine” matter to be voted upon at a meeting, “broker non-votes” will be counted as present for the purpose of determining whether a quorum is present. All of the matters to be voted upon at the Special Meeting are “non-routine” matters. “Broker non-votes,” if any, will not be counted for the purpose of determining whether a quorum is present.

Shares Held by the Company’s Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 279,740 shares of Company Common Stock, representing approximately 0.83% of the shares of Company Common Stock outstanding as of the Record Date and entitled to vote at the Special Meeting (and approximately 1.96% of the shares of Company Common Stock outstanding and entitled to vote when taking into account Company Options, Company RSUs and Company PSUs held by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Company Common Stock: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” any Adjournment Proposal.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker

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or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the Adjournment Proposal.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of Company Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

After careful consideration, and after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors: (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, and declared that it is advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the Fee Funding Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting.

Accordingly, the Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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Solicitation of Proxies

The expense of soliciting proxies will be borne by the Company. We have retained Innisfree, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus reasonable out-of-pocket expenses. We will also indemnify Innisfree against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated during the fourth quarter of 2019.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of Company Common Stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that holders of shares of Company Common Stock who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid on the amount determined to be fair value (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (1) submit a written demand for appraisal to the Company before the vote is taken on the adoption of the Merger Agreement; (2) not submit a proxy, or otherwise vote, in favor of the proposal to adopt the Merger Agreement; (3) continue to hold your shares of Company Common Stock of record through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of Company Common Stock through a bank, brokerage firm or other

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nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the shares of Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, and shares of Company Common Stock will no longer be publicly traded.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Cambrex Corporation

One Meadowlands Plaza

East Rutherford, New Jersey 07073

(201) 804-3000

Cambrex Corporation, a Delaware corporation, began business in December 1981. Cambrex is a life sciences company that provides products and services that accelerate and improve the development and commercialization of new and generic therapeutics. The Company primarily supplies its products and services worldwide to innovator and generic pharmaceutical companies. The Company Common Stock is listed on the NYSE under the symbol “CBM.”

Catalog Intermediate Inc.

c/o Permira Advisers LLC

320 Park Avenue, 28th Floor

New York, NY 10022

(212) 386-7480

Parent was formed on August 2, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and the debt financing in connection with the Merger.

Catalog Merger Sub Inc.

c/o Permira Advisers LLC

320 Park Avenue, 28th Floor

New York, NY 10022

(212) 386-7480

Merger Sub is a wholly owned direct subsidiary of Parent and was formed on August 2, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity financing and the debt financing in connection with the Merger.

Parent and Merger Sub are each affiliated with the Permira Funds, and Parent, Merger Sub and the Permira Funds are each affiliated with Permira. Permira is a global investment firm. Founded in 1985, Permira advises funds with a total committed capital of approximately US$48 billion (€41.5 billion) 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.

In connection with the transactions contemplated by the Merger Agreement, the Permira Funds have provided Parent with the Equity Commitment in an aggregate amount in euro equal to $1,382 million in cash. The Equity

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Commitment will be available to fund a portion of the amounts required to be funded by Parent to pay the aggregate purchase price required to be paid at the closing of the Merger, as contemplated by, and subject to the terms and conditions of, the Merger Agreement and the Equity Commitment Letter.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation. As a result of the Merger, the Company Common Stock will no longer be publicly traded, and will be delisted from the NYSE. In addition, the Company Common Stock will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as the Company, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on the Company if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

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Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Company Common Stock owned or held in treasury by the Company or owned by Parent or any of its subsidiaries and Company Common Stock owned by stockholders who have properly exercised appraisal rights pursuant to Delaware law) will be automatically converted into the right to receive the Per Share Merger Consideration in an amount in cash equal to $60.00, without interest thereon and net of any applicable withholding of taxes.

At or immediately prior to the Effective Time, Parent will deposit (or cause to be deposited) with a designated payment agent cash sufficient to pay the aggregate consideration to which holders of Company Common Stock (other than stockholders who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect to such shares in accordance with, and who have complied with, Section 262 of the DGCL) become entitled pursuant to the Merger Agreement. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Exchange and Payment Procedures.”

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “—Appraisal Rights.”

Background of the Merger

The Board of Directors, together with the Company’s management and with the assistance of the Company’s advisors, periodically reviews and considers various strategic and other opportunities available to the Company, potential operational changes and other ways to enhance stockholder value. These reviews have, from time to time, included discussions as to whether the continued execution of the Company’s strategy as a stand-alone company (including possible acquisition opportunities) or the possible sale of the Company to, or combination of the Company with, a third party offered a better avenue to enhance stockholder value, and the potential benefits and risks of any such alternative or initiative.

As part of these periodic reviews, from December 2017 to April 2018, the Board of Directors held Board meetings to discuss with the Company’s management and its advisors the Company’s strategic plan, financial projections and the potential opportunities and challenges facing the Company and considered potential strategic alternatives available to the Company. In connection with these reviews, the Board of Directors engaged Kirkland & Ellis LLP (“Kirkland”) as legal counsel and Morgan Stanley as financial advisor.

During this strategic review process, following deliberation and discussion with the Company’s management and advisors, the Board of Directors determined that, while the Company’s management should continue to execute and enhance the Company’s strategic plan, the Company should at the same time explore the possibility of a strategic transaction, including a potential sale of the Company or a significant acquisition by the Company. With respect to a potential sale of the Company, the Board of Directors considered the risks associated with pursuing a sale transaction, including possible leaks and management distraction. In order to explore a potential sale of the

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Company while mitigating the risks of conducting such an exploration, the Board discussed with its advisors and management the possibility of soliciting initial indications of value from a limited number of potential acquirers who would be most likely interested in transacting with the Company. In connection with this discussion, the Board of Directors also discussed with the Company’s management and advisors whether, based on industry conditions and the strategic focus of other participants in the industry, financial sponsors would be more likely to be interested in transacting with the Company than strategic buyers. The Board of Directors also considered certain additional risks associated with holding discussions regarding a potential sale transaction with strategic buyers, noting the possibility of a post-signing go-shop process if a transaction were to be entered into. Following these discussions and deliberations, the Board concluded that the Company should pursue a limited market check involving a targeted list of financial sponsors in order to check the market and determine whether there would be interest in a transaction at pricing levels acceptable to the Board of Directors. To assist the Board of Directors in managing the process of exploring strategic alternatives, the Board of Directors determined to form an ad hoc committee of convenience consisting of Louis Grabowsky, Ilan Kaufthal and Shlomo Yanai (the “ad hoc committee”).

Consistent with the mandate of the Board of Directors and at the direction of the ad hoc committee, Morgan Stanley reached out to determine potential interest in a sale transaction with four financial sponsors, including Permira, between February 2018 and April 2018. To facilitate these financial sponsors’ evaluation of a potential transaction, the Company held a management meeting with each of these financial sponsors. Following the management meetings, two of the financial sponsors indicated that they would not be in a position to submit a proposal with a value representing a premium to the Company’s trading price, and the other two financial sponsors, Permira and another party which we refer to as Party A, submitted initial indications of interest. After conducting additional due diligence on the Company, each of Permira and Party A indicated to representatives of the Company that it did not intend to further proceed because it did not believe it could submit a proposal at a sufficient price level for a transaction.

Following the conclusion of the 2018 strategic review process described above the Company, at the direction of the Board of Directors, continued to execute on its strategic plan, including to grow its Innovator product category and to engage in strategic growth acquisitions. Consistent with its strategic plan, on July 20, 2018, the Company entered into an agreement to acquire Halo Pharma for $425 million, and on November 19, 2018, the Company entered into an agreement to acquire Avista Pharma Solutions, Inc. for $252 million.

In October 2018, the Company received an inquiry from another participant in the pharmaceutical industry (which we refer to as “Party B”), to explore a strategic transaction involving the Company. In light of the operational overlap between the Company and Party B, the Board of Directors determined that it would not be advisable to provide non-public information of the Company to Party B until Party B had submitted an initial indication of value and instructed the Company’s management to convey this message to Party B. After receiving the message, Party B did not submit any indication of value.

On May 6, 2019, at the request of Party B, representatives of the Company participated in a meeting with representatives of Party B, during which Party B made a presentation, including regarding its own business.

On May 17 and 20, 2019, respectively, representatives of Permira contacted Steven Klosk, President and Chief Executive Officer of the Company, and Mr. Kaufthal, in each case indicating that, following discussions with the Company the year before, Permira would be interested in further exploring an acquisition of the Company and that in order to enable the Board of Directors to better evaluate this opportunity, Permira would send a written indication of interest.

On May 20, 2019, Mr. Kaufthal informed the other members of the ad hoc committee of his conversation with Permira, noting that a written indication of interest from Permira would be forthcoming and proposed that the Board of Directors discuss this proposal after its receipt.

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Later on May 20, 2019, the Company received a written indication of interest, subject to further due diligence, from Permira for an acquisition of the Company at $58 per share (the “May 20 Proposal”).

On May 23, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland, the Company’s financial advisor and legal counsel, respectively, to review the May 20 Proposal. Claes Glassell, a member of the Board of Directors, disclosed to the Board of Directors that he was an advisor for Permira and the chairman of one of Permira’s portfolio companies and, therefore, that he would recuse himself from future board discussions regarding a potential transaction with Permira. Morgan Stanley reviewed with the Board of Directors the May 20 Proposal, noting that Permira’s strategic rationale for acquiring the Company included using it as a platform for further acquisitions in the industry. Morgan Stanley also described its preliminary financial analysis of the Company. Following these discussions, the Board of Directors concluded that the May 20 Proposal did not take into account the full value of the Company but that the Company should allow Permira to conduct additional due diligence with the message that Permira would be expected to submit a higher proposal following such diligence. In light of the receipt of the May 20 Proposal, the Board of Directors, with the assistance of Morgan Stanley, also discussed the interest previously expressed by Party B in exploring a potential transaction involving the Company, the identities of other potential interested parties and whether the Company, with the assistance of Morgan Stanley, should conduct a broader outreach to additional parties. Following these discussions, taking into account the risks associated with such an outreach and the feedback received from certain third parties during the process conducted by the Company in early 2018, the Board of Directors determined that, as the next step, the Company should inform Party B that the Company had received interest from another party and again invite Party B to provide an indication of value for a potential transaction involving the Company. The Board of Directors further determined that the ad hoc committee, which had been formed in connection with the 2018 strategic review process, should assist the Board of Directors to manage any process arising from the May 20 Proposal under its prior delegation of authority.

On May 24, 2019, Mr. Klosk informed a representative of Party B that the Company had received an inbound offer for a strategic transaction and invited Party B to provide an indication of value for a potential transaction involving the Company if Party B so desired.

Also on May 24, 2019, at the direction of the Board of Directors, Morgan Stanley contacted Permira and invited Permira to conduct additional due diligence on the Company, with the expectation of Permira improving the May 20 Proposal.

In the weeks following May 24, 2019, the Company and its representatives provided due diligence information to Permira, including the Case B Projections, and Permira participated in a meeting with the Company’s management held at the offices of Kirkland on June 17, 2019.

On June 20, 2019, the Company received a revised indication of interest, subject to further diligence, from Permira for an acquisition of the Company at $61 per share (the “June 20 Proposal”).

On June 22, 2019, in response to a previous request from Party B for financial projections, consistent with the instructions of the Board of Directors, a representative of Morgan Stanley contacted a representative of Party B and indicated that the Company would provide its financial projections and schedule follow-up discussions to facilitate Party B’s evaluation of a potential transaction, with the expectation that Party B would respond shortly thereafter and submit an indication of interest. The representative of Party B indicated willingness to proceed under this approach.

On June 25, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland to review the June 20 Proposal. The Board of Directors reviewed and discussed with the Company’s management and Morgan Stanley in detail the two cases of Management Projections that are further described in the section of this proxy statement captioned “—Management

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Projections,” including their respective drivers and assumptions. Representatives of Kirkland reviewed with the Board of Directors its fiduciary duties and relevant legal considerations in the context of a potential strategic transaction. The Board then discussed different alternatives for conducting a market check in connection with a potential sale transaction, including reaching out to parties in addition to Permira and Party B in advance of signing or using a post-signing “go-shop” structure. The Board of Directors considered a number of factors in discussing what type of process to conduct, including (1) the business risk associated with involving strategic buyers and potential disclosure of confidential information to industry participants, (2) the risk that contacting additional potential bidders could increase the possibility of a leak and damage to the business, (3) the potential for increased management distraction and (4) the fact that the Company had conducted a strategic alternatives process previously and only Permira and Party B had approached the Company for a potential transaction since the conclusion of that process. In this context, the Board of Directors discussed with the Company’s management and advisors the identities of other parties which would likely be interested in pursuing a strategic transaction with the Company. Following extensive discussions, the Board of Directors determined that having pre-signing discussions only with Permira and Party B, followed by a post-signing go-shop process, was the right course of action under the circumstances. The Board of Directors then instructed Morgan Stanley to inform Permira that the Company was willing to provide it a short period of time for additional due diligence, with the expectation that Permira would submit a higher proposal thereafter.

Following June 25, 2019, Permira conducted additional due diligence on the Company, including multiple site visits, meetings and calls with the Company’s management.

On June 27, 2019, consistent with the instruction of the Board of Directors and at the direction of the ad hoc committee, representatives of Morgan Stanley provided the Case B Projections and certain other due diligence information to Party B.

On July 2, 2019, the Company held a management meeting with Party B, attended by both parties’ financial advisors, in which the Company’s management reviewed the Company’s strategic plans and discussed other due diligence questions with Party B.

On July 3, 2019, the ad hoc committee held a meeting attended by the Company’s management and representatives of Kirkland. Representatives of Kirkland reviewed with the ad hoc committee terms of the initial draft of the Merger Agreement that Kirkland had prepared for a potential transaction, which included a go-shop provision. The ad hoc committee then discussed the background of the interactions with Permira and the possibility of sending the Merger Agreement to Permira as a way to encourage Permira to put its best proposal forward. Following these discussions, the ad hoc committee instructed Morgan Stanley and Kirkland to send a draft Merger Agreement to Permira once the draft was finalized.

On July 8, 2019, Party B informed a representative of Morgan Stanley that, following further evaluation, it would not proceed to explore a strategic transaction with the Company, including in light of perceived integration risks associated with acquiring a business the size of the Company.

On July 9, 2019, Morgan Stanley sent the Kirkland draft Merger Agreement to Permira. Kirkland’s initial draft of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 2% of the equity value of the Company in the event of entry by the Company into a superior proposal, among other fee triggers, and a termination fee of 0.75% of the equity value of the Company in the event of entry by the Company into a superior proposal with any bidder making a qualified proposal during the go-shop period, (2) a “reverse” termination fee payable by Parent of 7.5% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to or the Merger Agreement were to be terminated based on other material breaches by Parent, and (3) a 60-day go-shop period, with the Cut-Off Time ending 15 days thereafter.

On July 18, 2019, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to Permira, held a telephonic discussion with Kirkland to convey Permira’s initial perspectives on the Kirkland draft of the Merger

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Agreement, noting, among other things, that Skadden’s markup would remove the “go-shop” provision in light of the process conducted previously and the ability of the Company to terminate the Merger Agreement for a superior proposal, seek a lower “reverse” termination fee and seek higher termination fees in the event of entry by the Company into a superior proposal.

Later on July 18, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland. Morgan Stanley reported to the Board of Directors its July 8, 2019 conversation with Party B in which Party B informed Morgan Stanley that it would not proceed to explore a strategic transaction with the Company. Kirkland reviewed with the Board of Directors the feedback it had received from Skadden on the draft Merger Agreement. The Board of Directors discussed potential next steps for evaluating the transaction with Permira, including reviewing financial analysis with Morgan Stanley and understanding the terms of any Merger Agreement markup and financing commitments proposed by Permira after its submission of a revised proposal.

On July 25, 2019, Permira contacted Morgan Stanley and indicated that based on findings in its additional due diligence on the Company, Permira was planning to lower its proposed per share price to between $55 and $58 per share from the previously proposed $61 per share.

Later on July 25, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland and discussed alternatives for responding to Permira’s proposal. Following discussion during which each of the Board members noted that they would be unwilling to engage in a transaction at the $55 to $58 price per share level Permira had indicated to Morgan Stanley, the Board of Directors determined to reconvene the following day after the revised written proposal had been received from Permira.

Subsequently on July 25, 2019, the Company received a revised indication of interest from Permira for an acquisition of the Company at a price level in line with the May 20 Proposal (the “June 25 Proposal”) and a markup of the Merger Agreement prepared by Skadden. Skadden’s markup of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 4% of the equity value of the Company in the event of entry by the Company into a superior proposal, among other fee triggers, (2) a “reverse” termination fee payable by Parent of 4.5% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to or the Merger Agreement were to be terminated based on other material breaches by Parent, and (3) no “go-shop” structure.

On July 26, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland to discuss the July 25 Proposal. Morgan Stanley reviewed with the Board of Directors the recent discussions with Permira, a summary of the most recent proposal from Permira and Morgan Stanley’s preliminary financial analysis of the Company. A representative of Kirkland discussed with the Board of Directors a memo which had been provided by Morgan Stanley describing Morgan Stanley’s prior relationships or engagements with Permira, which a representative of Kirkland also discussed with the Board at the August 6, 2019 meeting of the Board of Directors. At a meeting of the Board of Directors subsequent to the August 6 meeting, Morgan Stanley informed the Board of Directors that there was an error when determining the amount of aggregate fees paid to Morgan Stanley by Permira during the 30 prior months, and that the correct number for fees was approximately $34 million as opposed to approximately $11 million. The Board of Directors discussed the risks and opportunities facing the Company, including with respect to integration of its recent acquisitions and general execution risks, noting that an offer at the right price level would eliminate execution risk for the Company’s stockholders. Following discussions, the Board of Directors determined that the Company should not move forward at the $58 per share price level and instructed representatives of Kirkland to convey to Permira this message and inform Permira that, if Permira could not come to an agreement with the Company on price in relative short order, the Board of Directors would direct the Company’s management to focus exclusively on operating the business and executing on the Company’s strategic plan.

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Later on July 26, 2019, a representative of Kirkland and a representative of Morgan Stanley conveyed the message to representatives of Permira, as instructed by the Board of Directors and as described above. In response to this message, representatives of Permira indicated that they would reach out to Mr. Kaufthal for a follow-up discussion.

Later on July 26, the ad hoc committee held a meeting attended by Kirkland. Kirkland updated the ad hoc committee on its conversation with Permira’s representatives, noting that Permira was planning to reach out to Mr. Kaufthal for a follow-up discussion.

On July 27, 2019, Mr. Kaufthal held a discussion with a representative of Permira, during which the representative of Permira provided its rationale for reducing the proposed purchase price. Mr. Kaufthal reiterated the position that the Board of Directors would not engage in a transaction at the $58 per share price level. The representative of Permira and Mr. Kaufthal discussed a possible approach where Kirkland and Skadden would work to resolve the remaining issues in the Merger Agreement, after which Permira would seek to come back with a higher proposal.

On July 28, 2019, the ad hoc committee held a meeting attended by Kirkland. Mr. Kaufthal reported his conversation from July 27 with the representative of Permira to the other members of the ad hoc committee. Following discussion, the other members of the ad hoc committee expressed support for the approach outlined during Mr. Kaufthal’s July 27 discussion with the representative of Permira and directed Kirkland to engage with Skadden to seek to resolve the remaining issues in the Merger Agreement.

Subsequently on July 28, 2019, Kirkland and Skadden negotiated the issues raised in Skadden’s revised draft of the merger agreement, with the understanding that Skadden would discuss those issues with Permira and provide an updated markup of the Merger Agreement.

On July 29, 2019, a representative of Permira contacted Mr. Kaufthal and informed him that Permira would not raise its price above $58 per share.

Subsequently on July 30, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland. Mr. Kaufthal reviewed with the Board of Directors the Company’s and its advisors recent discussions with Permira. Mr. Kaufthal also noted that he had worked in consultation with the ad hoc committee to guide Permira to increase its proposal price, but that Permira had last informed Mr. Kaufthal that it would not raise its proposal price above $58 per share. The Board of Directors discussed Permira’s latest proposal, including in the context of the potential risks and opportunities facing the business. Following these discussions, the Board of Directors determined that it was not willing to proceed with Permira at the $58 per share level and instructed Kirkland to work with the Company to prepare and send a “return or destroy letter” under the terms of the Company’s confidentiality agreement with Permira as a way to terminate discussions with Permira. Later on July 30, 2019, the Company sent Permira a “return or destroy letter” requiring Permira to return or destroy all confidential information received from the Company.

On July 31, 2019, a representative of Morgan Stanley received an inbound inquiry from another financial sponsor, which we refer to as Party C, which inquired whether the Company was conducting a sale process. In light of the fact that the call from Party C was received after the Company’s delivery of the “return or destroy letter” to Permira to terminate the discussions, the representative of Morgan Stanley informed Party C that the Company was not conducting a process at that time.

On August 1, 2019, a representative of Permira contacted Mr. Kaufthal and informed him that, after further analysis, Permira was preparing to submit a revised written proposal of $60 per share.

Later on August 1, 2019, the Company received a revised proposal from Permira for an acquisition of the Company at a price of $60 per share (the “August 1 Proposal”) and a revised markup of the Merger Agreement

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prepared by Skadden. The August 1 Proposal indicated that Permira would be ready to execute a definitive agreement within a few days. Skadden’s revised markup of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 3% of the equity value of the Company in the event of entry by the Company into a superior proposal, among other fee triggers, and a termination fee of 1.5% of the equity value of the Company in the event of entry by the Company into a superior proposal with any bidder making a qualified proposal during the go-shop period, (2) a “reverse” termination fee payable by Parent of 5% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to or the Merger Agreement were to be terminated based on other material breaches by Parent, and (3) a 45-day go-shop period, with the Cut-Off Time ending 15 days thereafter.

On August 2, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland to review the August 1 Proposal. Mr. Kaufthal informed the Board of Directors of his conversation with Permira the day before. Representatives of Kirkland reviewed with the Board the material terms in Skadden’s revised markup of the Merger Agreement, noting that the draft contained a “go-shop” provision and a reduced termination fee associated therewith. Representatives of Morgan Stanley reviewed with the Board Morgan Stanley’s preliminary financial analysis of the Company and reported to the Board of Directors the inquiry it received from Party C on July 31, 2019, together with its response to Party C. The Board of Directors discussed the August 1 Proposal, the financial analysis presented by Morgan Stanley and the positions to take with respect to the material terms in the Merger Agreement. The Board of Directors also discussed whether and how to respond to Party C’s outreach in light of the value to the Company stockholders presented by the August 1 Proposal, the relatively short period of time within which a transaction with Permira could be entered into, and the “go-shop” process contemplated in Skadden’s revised markup of the Merger Agreement. Following these discussions, the Board determined that the Company and Kirkland should continue to work with Permira to progress towards a transaction with Permira in the coming days and that, in the event the Company entered into a transaction with Permira, Morgan Stanley should contact Party C promptly after the announcement and invite Party C to participate in the go-shop process.

Subsequently on August 2, 2019, representatives of Kirkland negotiated open points in the Merger Agreement with representatives of Skadden.

On August 3, 2019, Kirkland sent a revised draft of the Merger Agreement to Skadden. Kirkland’s revised draft of the Merger Agreement contemplated, among other things, (1) a termination fee payable by the Company of 3% of the equity value of the Company in the event of entry by the Company into a superior proposal, among other fee triggers, and a termination fee of 1% of the equity value of the Company in the event of entry by the Company into a superior proposal with any bidder making a qualified proposal during the go-shop period, (2) a “reverse” termination fee payable by Parent of 7% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to consummate the transaction or the Merger Agreement were to be terminated based on other material breaches by Parent, and (3) a 45-day go-shop period, with the Cut-Off Time ending 30 days thereafter.

On August 4, 2019, Mr. Kaufthal and a representative of Permira negotiated final open points of the Merger Agreement, including with respect to the amount of the termination fees and reverse termination fee, the duration of the go-shop, and the scope of Parent’s matching right.

Later on August 4, 2019, Skadden sent a revised draft of the Merger Agreement to Kirkland. Skadden’s revised draft of the Merger Agreement reflected Mr. Kaufthal’s discussion with the representative of Permira and contemplated, among other things, (1) a termination fee payable by the Company of 3% of the equity value of the Company in the event of entry by the Company into a superior proposal, among other fee triggers, and a termination fee of 1.25% of the equity value of the Company in the event of entry by the Company into a superior proposal with any bidder making a qualified proposal during the go-shop period, (2) a “reverse” termination fee payable by Parent of 6% of the equity value of the Company in the event Parent did not complete the transaction at the time it would otherwise be required to consummate the transaction or the Merger

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Agreement were to be terminated based on other material breaches by Parent, (3) a 45-day go-shop period, with the Cut-Off Time ending 15 days thereafter, and (4) one matching right per alternative proposal in favor of Permira.

From August 4, 2019 to August 6, 2019, representatives of Kirkland and Skadden continued to negotiate the final terms of the Merger Agreement and related transaction documents, and the parties finalized the due diligence process.

On August 6, 2019, the Board of Directors held a meeting attended by the Company’s management and representatives of Morgan Stanley and Kirkland. A representative of Kirkland reviewed with the Board of Directors its fiduciary duties in the context of a potential transaction with Permira, provided an update on the status of the transaction documents and described the material terms of the latest drafts of the transaction documents. Morgan Stanley reviewed its financial analysis of the proposed transaction and rendered to the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of August 6, 2019 and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of the common shares of the Company pursuant to the Merger Agreement other than holders of excluded shares, was fair, from a financial point of view, to such holders. For more information about Morgan Stanley’s opinion, see below under the caption “—Opinion of the Company’s Financial Advisor.”

After discussing potential factors in favor of and against the proposed transaction, and after reviewing the key terms of the Merger Agreement and the other transaction documents, the Board of Directors determined that the Merger Agreement and the Merger were fair to and in the best interests of the Company and its stockholders and declared it advisable for the Company to enter into the Merger Agreement. The Board of Directors approved the Merger Agreement and recommended that the Company’s stockholders vote to adopt the Merger Agreement at a meeting of stockholders to be called for the purposes of acting thereon. The Board of Directors then reviewed the go-shop process and determined that the ad hoc committee would assist the Board of Directors in managing the go-shop process.

Subsequent to the meeting of the Board of Directors, Kirkland and Skadden exchanged final drafts of the Merger Agreement and other transaction documents.

On August 7, 2019, the parties announced the execution of the Merger Agreement and the go-shop period commenced. On the same day, at the direction of the ad hoc committee, representatives of Morgan Stanley began contacting potential counterparties, including Party C, for an alternative transaction with the Company in connection with the go-shop period.

During the 45-day go-shop period, which expired at 12:01 a.m. New York City time on September 22, 2019, Morgan Stanley, at the direction of the ad hoc committee, engaged in solicitation of 77 potential bidders (comprising 31 strategic parties and 46 financial sponsors, including Parties A, B and C), which resulted in eight potential bidders each entering into a confidentiality agreement with the Company (including Party C). Neither Party A nor Party B elected to participate in the go-shop process. Each of the eight parties that entered into a confidentiality agreement with the Company was provided access to nonpublic information regarding the Company and the opportunity to have access to the Company’s management. Party C conducted an extensive due diligence review of the Company, including participating in multiple diligence discussions with the Company’s management. Following due diligence, Party C contacted Morgan Stanley on September 19, 2019 and indicated that it would not proceed to submit a proposal. As of the expiration of the go-shop period, the Company had not received any alternative acquisition proposals, including from any of the other seven parties that entered into confidentiality agreements. Upon the expiration of the go-shop period and in accordance with the terms of the Merger Agreement, the Company ceased all such activities and became subject to customary “no-shop” restrictions on its ability to solicit acquisition proposals from third parties or to provide information to and

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engage in discussions with a third party in relation to an alternative acquisition proposal, subject to certain customary exceptions, as described in the section of this proxy statement below captioned “Proposal 1: Adoption of the Merger Agreement—The ‘No-Shop’ Period—No Solicitation of Offers.”

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

After careful consideration, the Board of Directors: (i) determined that the Merger is fair to and in the best interests of the Company and its stockholders, and declared that it is advisable to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and the Fee Funding Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) to recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at the Special Meeting (the “Company Board Recommendation”).

The Board of Directors recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” any Adjournment Proposal.

Due to his role as an advisor for Permira and the chairman of one of Permira’s portfolio companies, Mr. Claes Glassell recused himself from board discussions regarding the Merger and abstained from voting as a member of the Board of Directors to approve the Merger Agreement and the Merger.

Reasons for the Merger

In evaluating the Merger Agreement and the Merger contemplated thereby, the Board of Directors consulted with the Company’s management and legal and financial advisors. In the course of making the determination that the Merger Agreement and the Merger contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders and to recommend that stockholders adopt the Merger Agreement, the Board of Directors considered numerous factors, including the following material factors and benefits of the Merger:

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In the course of their deliberations, the Board of Directors also considered various risks and other countervailing factors related to entering into the Merger Agreement, including:

The foregoing discussion of reasons for the Board of Directors’ determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interest of the Company and its stockholders and to recommend that stockholders adopt the Merger Agreement is not meant to be exhaustive but addresses the principal information and factors considered by the Board of Directors. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given

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differing weights to differing factors. The Board of Directors collectively reached the conclusion to approve the Merger, based on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

In considering the recommendation of the Board of Directors that stockholders vote in favor of adoption of the Merger Agreement, stockholders of the Company should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, other stockholders. The Board of Directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger. For more information on these interests see the section of the proxy statement captioned “—Interests of the Company’s Directors and Executive Officers in the Merger.”

Management Projections

The Company’s management prepared certain non-public financial projections as to the potential future performance of the Company for the calendar years 2019 through 2024. The Case A projections (the “Case A Projections”) were developed by the Company’s management as part of the Company’s annual strategic planning process during the first half of 2019 and were presented to the Board of Directors on May 23, 2019 and then again on June 25, 2019. The Case B projections (“Case B Projections”) were developed by the Company’s executive management in connection with the strategic process described in this proxy statement, reflecting certain assumptions different from the Case A Projections as described below, and were presented to the Board of Directors on June 25, 2019. Both the Case A Projections and the Case B Projections were used by the Board of Directors in connection with its consideration of the Merger and were used by Morgan Stanley in connection with its financial analyses of the transaction and its fairness opinion delivered to the Board of Directors. Only the Case B Projections were provided to Permira to assist with its due diligence review. The Case A Projections and the Case B Projections are collectively referenced herein as the “Management Projections.”

In the Case A Projections, net revenue is projected to grow at a compounded annual growth rate (“CAGR”) of 8.6% from 2019 to 2024 based on the forecasts of each business segment as follows: (a) the net revenue of the Drug Substance segment is projected to grow at a CAGR of 6.5% from 2019 to 2024; (b) the net revenue of the Drug Product segment is projected to grow at a CAGR of 11.2% from 2019 to 2024, and (c) the net revenue of the Early Stage Development & Testing segment is projected to grow at a CAGR of 13.6% from 2019 to 2024.

In the Case A Projections, the Adjusted EBITDA is projected to grow at a CAGR of 12.7% from 2019 to 2024 based on the following assumptions: (A) consolidated gross margins growing in the range of mid-30%; and (B) consolidated operating expenses increasing by 3.5% annually.

Finally, the Case A Projections assume that the total capital expenditure from 2019 to 2024 will be in the amount of approximately $480 million.

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In the Case B Projections, net revenue is projected to grow at a CAGR of 8.9% from 2019 to 2024 based on the forecasts of each business segment as follows: (a) the net revenue of the Drug Substance segment is projected to grow at a CAGR of 6.5% from 2019 to 2024; (b) the net revenue of the Drug Product segment is projected to grow at a CAGR of 11.8% from 2019 to 2024, and (c) the net revenue of the Early Stage Development & Testing segment is projected to grow at a CAGR of 14.8% from 2019 to 2024.

In the Case B Projections, the Adjusted EBITDA is projected to grow at a CAGR of 15% from 2019 to 2024 based on the following assumptions: (A) consolidated gross margins growing in the range of mid-30%; and (B) consolidated operating expenses increasing by 3.3% annually.

Finally, the Case B Projections assume that the total capital expenditure from 2019 to 2024 will be in the amount of approximately $440 million.

The Management Projections were developed by the Company’s management without giving effect to the Merger or the other transactions contemplated by the Merger Agreement or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or costs related to other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context.

While the Company has from time to time provided full-year financial guidance in its regular earnings press releases and other investor materials, the Company’s management team has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings or other results due to the unpredictability of the underlying assumptions and estimates. The Management Projections are included herein because (1) they were made available to Morgan Stanley by the Company’s management and were approved by the Board of Directors for use in connection with its financial analysis as described in the section of this proxy statement captioned “—Opinion of the Company’s Financial Advisor,” (2) they were made available to the Board of Directors in connection with its consideration of the Merger and other strategic alternatives available to the Company, and (3) Case B Projections were made available to Permira in connection with its due diligence review. The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of the Company’s management, the Management Projections have been reasonably prepared by the Company’s management on bases reflecting the best available information at the time of preparation and judgments of the Company’s management of the future financial performance of the Company and other matters covered thereby. However, the information contained in the Management Projections is not fact and should not be relied upon as being necessarily indicative of future results.

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Although the Management Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, the Company’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the Company’s reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections cover several years and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change. The Management Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections should not be regarded as an indication that the Company, Morgan Stanley, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company that the Company views such Management Projections as material information. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by the Company or any other person regarding the Management Projections or the Company’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information contained in the Company public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

Neither the Company’s independent auditor nor any other independent accountant has compiled, examined, or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Adjusted EBITDA, Capex and Unlevered Free Cash Flow contained in the Management Projections set forth above, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. The summary of such information above is included solely to give stockholders access to the information that was made available to Morgan Stanley, the Board of Directors and Permira, and is not included in this proxy statement in order to influence any stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to the Company Common Stock.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections or the

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specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Opinion of the Company’s Financial Advisor

Morgan Stanley was retained by the Board of Directors to act as its financial advisor in connection with a potential sale of the Company. The Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the Company’s industry and its knowledge and understanding of the business and affairs of the Company. On August 6, 2019, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board of Directors to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Per Share Merger Consideration to be received by the holders of Company Common Stock, other than holders of the Excluded Shares, pursuant to the Merger Agreement was fair, from a financial point of view, to such holders of the Company Common Stock.

The full text of the written opinion of Morgan Stanley delivered to the Board of Directors, dated August 6, 2019, is attached as Annex B and incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The Company’s stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Board of Directors and addresses only the fairness, from a financial point of view, of the Per Share Merger Consideration to be paid to the holders of Company Common Stock, other than holders of the Excluded Shares, pursuant to the Merger Agreement. Morgan Stanley’s opinion did not address any other aspect of the transactions contemplated by the Merger Agreement and did not address any other aspects or implications of the Merger. Morgan Stanley’s opinion was not intended to, and does not constitute advice or a recommendation as to how the Company’s stockholders should vote at any stockholders’ meeting to be held in connection with the Merger or to take any other action with respect to the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For purposes of rendering its opinion, Morgan Stanley, among other things:

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In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and formed a substantial basis for Morgan Stanley’s opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the then best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. Morgan Stanley expressed no view as to such financial projections nor the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Parent and Merger Sub will obtain financing in accordance with the terms set forth in the Commitment Letters and that the definitive Merger Agreement would not differ in any material respects from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley did not express any view on, and its opinion did not address, any term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith, other than with respect to the fairness from a financial point of view of the consideration to be received by the holders of the Company Common Stock (other than the holders of the Excluded Shares) pursuant to the Merger Agreement. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Per Share Merger Consideration to be received by the holders of Company Common Stock (other than Excluded Shares) in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of August 6, 2019. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion. Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might have been available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement.

Summary of Financial Analyses

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with the preparation of its opinion to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial

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analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 5, 2019, which was the last full trading day prior to the meeting of the Board of Directors to approve and adopt the Merger Agreement and the transactions contemplated thereby, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger, and is not necessarily indicative of current market conditions.

In performing the financial analysis summarized below and arriving at its opinion, Morgan Stanley used and relied upon the Case A Projections and the Case B Projections provided by the Company’s management and referred to in this proxy statement (and defined in the section captioned “—Management Projections”).

Public Trading Comparable Companies Analysis

Morgan Stanley performed a public trading comparable companies analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for the Company with comparable publicly available equity analyst research estimates for certain selected companies (the “Comparable Companies”) that Morgan Stanley determined, upon the application of its professional judgment and experience with companies in the CDMO industry, to be similar to the Company’s current and anticipated operations for purposes of this analysis. The following list sets forth the Comparable Companies that were reviewed in connection with this analysis:

For purposes of this analysis, Morgan Stanley analyzed:

Results of the analysis were presented for the Comparable Companies, as indicated in the following tables:

Based on its analysis of the relevant metrics for each of the Comparable Companies and upon the application of its professional judgment, Morgan Stanley selected representative ranges of the AV / EBITDA Ratio for each of the calendar years 2019 and 2020 and applied these ranges of multiples to the corresponding Company statistic as set forth in the Case A Projections and Case B Projections. Based on the outstanding shares of Company

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Common Stock on a fully diluted basis of 34 million shares as of August 5, 2019 calculated using the treasury stock method and net debt of $448 million as of June 30, 2019, in each case per Company management, Morgan Stanley calculated an estimated implied value per share of Company Common Stock, rounded to the nearest $1.00, as follows:

No company utilized in the public trading comparable companies analysis is identical to the Company and hence the foregoing summary and underlying financial analyses involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, such as the impact of competition on the business of the Company and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the Company or the industry or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using selected company data.

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Precedent Transactions Analysis

Precedent Multiples Analysis:

Morgan Stanley performed a precedent transactions analysis, which implies a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley compared publicly available statistics for transactions involving businesses that Morgan Stanley judged to be similar in certain respects to the Company’s business or aspects thereof based on Morgan Stanley’s professional judgment and experience, occurring since January 2007. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger, most notably because they were in the CDMO industry and each had a transaction AV of at least $200 million. For each transaction, Morgan Stanley noted the ratio of the AV of the transaction to each of the target company’s EBITDA for the twelve-month period prior to the announcement date of the applicable transaction (“LTM EBITDA,” and the ratio of AV to LTM EBITDA, the “AV / LTM EBITDA Ratio”). The following is a list of the transactions reviewed, based on the abovementioned criteria, and the AV / LTM EBITDA ratio for each transaction:

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional judgment, Morgan Stanley then selected representative ranges of the AV / LTM EBITDA Ratio multiples and applied an AV / LTM EBITDA range of 10.0x – 16.0x to the Company’s projected LTM EBITDA as of June 30, 2019 of $153 million, burdened by stock based compensation expenses and excluding integration costs for Halo and Avista, as provided by the Company’s management.

Based on the outstanding shares of Company Common Stock on a fully diluted basis of 34 million shares as of August 5, 2019 calculated using the treasury stock method and net debt of $448 million as of June 30, 2019, in each case per Company management, Morgan Stanley calculated an estimated implied present value per share of Company Common Stock, rounded to the nearest $1.00, of $32.00 to $59.00.

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Precedent Premiums Paid Analysis:

Morgan Stanley considered, based on publicly available information, premiums paid in bids for control of U.S. public targets with an aggregate value of $1.0 billion or more announced on or before March 31, 2019 involving all cash, all stock and cash/stock mix consideration, but excluding outliers, terminated transactions, ESOPs, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations and restructurings. For each transaction, Morgan Stanley reviewed the percentage premiums paid over the unaffected stock price, defined to mean the stock price four weeks prior to the earliest of deal announcement, announcement of a competing bid and market rumors.

Based on the review of the premiums paid in the selected transactions summarized above, Morgan Stanley then selected a representative range of premiums paid and applied that range to the applicable price per share of Company Common Stock as of August 5, 2019, to calculate an implied value per share of Company Common Stock, rounded to the nearest $1.00, as follows:

No company or transaction utilized in the precedent transactions analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. These include, among other things, the impact of competition on the Company’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of an asset using estimates of the future unlevered free cash flows generated by the asset, taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projection period.

Morgan Stanley used estimates from the Management Projections for purposes of the discounted cash flow analysis, as more fully described below. Morgan Stanley first calculated the estimated unlevered free cash flows, which is defined as adjusted earnings before interest, taxes, depreciation and amortization, less (1) cash taxes and (2) capital expenditures, and less or plus, as applicable, (3) changes in net working capital. Morgan Stanley calculated the present value of the estimated unlevered free cash flows for the Company for the last two quarters of 2019 and calendar years 2020 through 2024. Morgan Stanley also calculated a range of terminal values for the Company by applying a perpetual growth rate ranging from 2.0% to 2.5% to the normalized unlevered free cash flows of the Company for calendar year 2024. Morgan Stanley selected this perpetual growth rate range based on the application of Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to present values as of June 30, 2019 using a range of discount rates from 7.5% to 8.4%, which range of discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect the Company’s estimated weighted average cost of capital (“WACC”).

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Based on the above-described analysis, Morgan Stanley derived the following ranges of implied values per share of Company Common Stock, rounded to the nearest $1.00:

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Board of Directors, including the following.

Illustrative Leveraged Buyout Analysis

For reference only, and not as a component of its fairness analysis, Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might affect a leveraged buyout of the Company under current market conditions. Morgan Stanley based its analysis on the Management Projections. Morgan Stanley assumed a transaction date of June 30, 2019, and a 5.5 year investment period ending December 31, 2024. Morgan Stanley also made certain other assumptions, including (i) a multiple of 7.2x of gross debt to leverageable Company EBITDA (adjusted for certain non-recurring items and unburdened by stock based compensation expense and integration costs for the acquisition of each of Halo and Avista) of $157 million, which debt financing consisted of a first lien term loan representing 5.6x leverageable EBITDA and a second lien term loan representing 1.6x leverageable EBITDA, (ii) debt financing and transaction expenses based on prevailing market terms at the time of the analysis (including (x) an interest rate on the first lien term loan of LIBOR plus 4.00% and (y) an interest rate on the second lien term loan of LIBOR plus 7.00%), (iii) a range from 10.0x to 12.0x of AV/NTM EBITDA exit multiples and (iv) a target range of annualized internal rates of return for the financial sponsor of 15.0%. Morgan Stanley selected the leverageable EBITDA, leverage multiple, financing terms, exit multiple and target internal rate of return based upon the application of its professional judgment and experience. Based on these calculations, this analysis indicated a range of implied equity value per share of Company Common Stock, rounded to the nearest $1.00, of (x) $49.00 to $57.00 per share for the Case A Projections and (y) $52.00 to $60.00 per share for the Case B Projections.

Equity Research Analysts’ Price Targets

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed the future public market trading price targets for the shares of Company Common Stock prepared and published by equity research analysts as of August 5, 2019. These targets reflected each analyst’s estimate as of the date of publication of the future public market trading price of the shares of Company Common Stock. The range of undiscounted analyst price targets for the shares of Company Common Stock, rounded to the nearest $1.00, was $44.00 to $55.00. In order to better compare the equity analysts’ stock price targets with the Per Share Merger Consideration, based on its professional judgment and experience, Morgan Stanley also discounted each analyst’s price target to present value by applying, for a one year discount period, a discount rate of 8.7%, selected by Morgan Stanley based on the application of its professional judgment and experience to reflect the Company’s cost of equity. This analysis resulted in a discounted analyst price target range for the Company Common Stock, rounded to the nearest $1.00, of $40.00 to $51.00 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the Company Common Stock, and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

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Historical Trading Range

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historical trading range of the shares of Company Common Stock for the period commencing on August 5, 2018, and ending on August 5, 2019. Morgan Stanley observed that, during this period, the high and low closing prices of the Company Common Stock, rounded to the nearest $1.00, were $36.00 and $68.00 per share, respectively.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of the Company. These include, among other things, the impact of competition on the business of the Company and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of shares of Company Common Stock, and in connection with the delivery of its opinion to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Company Common Stock might actually trade.

The Per Share Merger Consideration was determined through arm’s-length negotiations between the Company and Permira and was approved by the Board of Directors. Morgan Stanley acted as financial advisor to the Board of Directors during these negotiations but did not, however, recommend any specific form or amount of consideration to the Company or the Board of Directors, nor did Morgan Stanley opine that any specific form or amount of consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute advice or a recommendation as to how the Company’s stockholders should vote at any stockholders’ meeting that may be held in connection with the Merger, or whether the stockholders should take any other action in connection with the Merger. In addition, Morgan Stanley’s opinion did not in any manner address the prices at which shares of Company Common Stock will trade at any time.

Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the consideration pursuant to the Merger Agreement or of whether the Board of

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Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Board of Directors retained Morgan Stanley based on Morgan Stanley’s qualifications, experience and expertise and its familiarity with the Company. Morgan Stanley, together with its affiliates, is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Permira and its affiliates, the Company, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Company financial advisory services and a financial opinion, described in this section and attached to this proxy statement as Annex B, in connection with the Merger, and the Company has agreed to pay Morgan Stanley a fee of approximately $20.5 million for its financial advisory services, approximately $1.5 million of which was payable in connection with the delivery of the fairness opinion and approximately $19.0 million of which is contingent upon consummation of the Merger. the Company has also agreed to reimburse Morgan Stanley for its reasonable and documented expenses incurred from time to time in connection with this engagement. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, its and their respective directors, officers, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against any losses, claims, damages or liabilities, relating to, arising out of or in connection with Morgan Stanley’s engagement and to reimburse certain expenses relating to such indemnity.

In the two years prior to the date of its opinion, Morgan Stanley has provided financial advisory and financing services for Permira or its affiliates and has received fees in connection with such services in the amounts of approximately $30 million. In the two years prior to the date of its opinion, except for its current engagement as financial advisor to Cambrex, Morgan Stanley has not provided financial advisory or financing services to Cambrex or its affiliates and has not received any fee for such services during such time. Morgan Stanley may also seek to provide financial advisory and financing services to Permira and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Interests of the Company’s Directors and Executive Officers in the Merger

When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of the Company’s stockholders more generally. In (1) evaluating and negotiating the Merger Agreement, (2) approving the Merger Agreement and the Merger and (3) recommending that the Merger Agreement be adopted by stockholders, the Board of Directors was aware of and considered these interests, among other matters, to the extent that these interests existed or were contemplated at the time. These interests are described in more detail and, where applicable, are quantified in the narrative below.

Current Relationship with Permira

Mr. Glassell serves as an advisor for Permira and is the chairman of one of Permira’s portfolio companies. Due to these roles, Mr. Glassell recused himself from board discussions regarding the Merger and abstained from voting as a member of the Board of Directors to approve the Merger Agreement and the Merger.

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Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Company or one or more of its affiliates following the Effective Time. Prior to and following the closing of the Merger, however, certain of our executive officers may have discussions with, and following the closing of the Merger, may enter into agreements with, Parent, its subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Company or one or more of its affiliates.

Ad Hoc Committee Compensation

In consideration of the ad hoc committee’s time and contribution to the transaction process, the Board of Directors determined that a fee of $250,000 should be paid to Mr. Kaufthal, $75,000 should be paid to Mr. Grabowsky and $75,000 should be paid to Mr. Yanai. The compensation was approved by the Board of Directors after its approval of the Company’s execution of the Merger Agreement in a session at which Messrs. Kaufthal, Grabowsky and Yanai were not present, and the compensation was not, and is not, contingent upon the approval by stockholders of the proposal to adopt the Merger Agreement and completion of the Merger and the transactions contemplated thereby or any other transaction involving the Company and Permira.

Insurance and Indemnification of Directors and Executive Officers

The Merger Agreement provides that the Surviving Corporation and its subsidiaries shall, and Parent shall cause the Surviving Corporation and its subsidiaries to, honor and fulfill the obligations of the Company and any of its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors, officers or employees (and any person who becomes a director, officer or employee of the Company or any of its subsidiaries prior to the Effective Time), on the other hand, with respect to such acts or omissions occurring prior to the Effective Time. In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation and its subsidiaries shall (and Parent shall cause the Surviving Corporation and its subsidiaries to) cause the organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the subsidiaries of the Company as of the date of the Merger Agreement. During such six-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent must cause the Surviving Corporation to) indemnify and hold harmless each current or former director, officer or employee of the Company and its subsidiaries, to the fullest extent permitted by law, in connection with any legal proceeding arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) the fact that an indemnified person is or was a director, officer, employee or agent of the Company or its subsidiaries or other affiliates; (2) any action or omission, or alleged action or omission, in such indemnified person’s capacity as a director, officer, employee or agent of the Company or its subsidiaries or other affiliates, or taken at the request of the Company or such subsidiary or affiliate as a director, officer, employee, agent, trustee or fiduciary of another person, regardless of whether such action or omission, or alleged action or omission, occurred prior to, or at the Effective Time; and (3) the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect thereto. The Surviving Corporation will (and Parent must cause the Surviving Corporation to) advance all fees and expenses (including fees and expenses of any counsel) as incurred by any such indemnified person in the defense of such legal proceeding.

In addition, unless the Company has purchased a “tail” policy prior to the Effective Time (which the Company may purchase, provided that the premium for such insurance does not exceed 300% of the aggregate annual

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premiums paid by the Company in the last full fiscal year), the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance on terms that are equivalent to the Company’s current directors’ and officers’ insurance policies, for a period of at least six years commencing at the Effective Time. Neither Parent nor the Surviving Corporation will be required to pay premiums for such policy to the extent such annual premiums exceed 300% of the aggregate annual premiums paid by the Company in the last full fiscal year, and if the premium for such insurance coverage would exceed such amount Parent shall be obligated to cause the Surviving Corporation to obtain the greatest coverage available for a cost not exceeding such amount. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Indemnification and Insurance.”

Treatment of Company Options, Company RSUs and Company PSUs

As described below under the caption “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Outstanding Company Options, Company RSUs and Company PSUs,” outstanding Company equity-based awards will be treated as follows at the Effective Time:

Summary of Outstanding Equity Awards

The table below sets forth, for each of the Company’s executive officers and non-executive directors, (i) the number of outstanding unvested Company Options, (ii) the number of outstanding unvested Company RSUs, and (iii) the number of outstanding unvested Company PSUs (assuming target achievement of the applicable performance goals), held by such executive officer or non-executive director (as applicable), in each case, as of September 19, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement. These numbers do not forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the Effective Time occurs, certain equity-based awards shown in the table may vest in accordance with their terms.

The table below also sets forth, for each of the Company’s named executive officers and non-executive directors, (i) the amount payable at the closing of the Merger in respect of the outstanding unvested Company Options, Company RSUs and Company PSUs and (ii) the total amount payable at the closing of the Merger in respect of such Company equity-based awards, in each case based on the treatment of such awards as described above, assuming the Merger was consummated on September 19, 2019 for these purposes. The amounts are calculated: (i) in the case of Company Options, by multiplying the number of Company Options by the Per Share Merger

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Consideration, less the applicable exercise price per share attributable to such Company Option, and (ii) in the case of Company RSUs and Company PSUs, by multiplying the number of shares of Company Common Stock subject to such Company RSU or Company PSU, as applicable, by the Per Share Merger Consideration. As described above under “—Treatment of Company Options, Company RSUs and Company PSUs,” pursuant to the Merger Agreement, any performance-based vesting conditions will be deemed achieved at the greater of target levels of performance and actual levels of performance; accordingly, because the number of outstanding Company PSUs in the table below assumes target levels of achievement with respect to applicable performance goals, the value of such amounts payable in respect of the Company PSUs could be greater than the amounts reflected in the table. The estimated amount that would be payable to Dorothy Donnelly-Brienza, Senior Vice President and Chief Human Resources Officer (who is an executive officer of the Company but is not a named executive officer as determined for our most recent annual proxy statement) with respect to the settlement of her unvested equity-based awards if the Merger was consummated on September 19, 2019 is $334,324.

Employment Agreements

On August 6, 2019, the Company entered into employment agreements with Steven M. Klosk (President & Chief Executive Officer) and Samantha Hanley (Vice President, General Counsel & Corporate Secretary), as well as amended and restated employment agreements with Shawn P. Cavanagh (Executive Vice President & Chief Operating Officer) and Gregory P. Sargen (Executive Vice President, Chief Financial Officer) (collectively, the “Employment Agreements”). Each of Messrs. Klosk, Cavanagh, and Sargen and Ms. Hanley is hereinafter referred to as an “Executive.”

The Employment Agreements become effective (the “Agreement Effective Date”) upon the date that a “Change of Control” (as such term is defined in the Employment Agreements) occurs, or if (i) the Executive’s employment is terminated by the Company prior to the date on which a Change of Control occurs, and such termination is either (1) at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (2) in connection with or anticipation of a Change of Control or (ii) the Executive’s employment is terminated by the Company other than for “Cause” (as defined below) prior the date on which a Change of Control occurs, and such termination is within twelve months after, among other things, the execution of a definitive merger agreement, then, provided such Change of Control actually occurs, the Employment

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Agreements will be effective upon the date immediately prior to the Date of Termination (as defined in the Employment Agreements). The Employment Agreements each have a term that commences as of the Agreement Effective Date and ends on the second anniversary of such date (the “Employment Period”). The Effective Time will qualify as a “Change of Control” under the Employment Agreements.

The Employment Agreements provide each Executive with the following compensation and benefits during the Employment Period:

In the event that the Executive’s employment is terminated by the Company without “Cause” or the Executive terminates his or her employment for “Good Reason” (each as defined below) during the Employment Period, the Executive will be entitled to receive the following amounts, payable in a lump sum within thirty days after the Date of Termination, as applicable, subject to the Executive’s compliance with certain non-competition covenants:

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“Cause” is defined in the Employment Agreements as the Executive’s (i) personal dishonesty or breach of fiduciary duty involving personal profit; (ii) the commission of a criminal act related to the performance of duties, or the furnishing of proprietary confidential information about the Company to a competitor, or potential competitor or third party whose interests are adverse to those of the Company; (iii) habitual intoxication by alcohol or drugs during work hours; or (iv) conviction of a felony.

“Good Reason” is defined in the Employment Agreements as the occurrence of any of the following: (i) a relocation of the principal place at which the Executive’s duties are to be performed to a location more than thirty-five (35) miles from the principal place where the Executive’s duties were performed during the ninety-day period immediately preceding the Agreement Effective Date; (ii) a substantial reduction in the Executive’s base salary or target bonus, or in the benefits or perquisites provided the Executive from those which pertained during the ninety-day period immediately preceding the Agreement Effective Date; (iii) a substantial reduction in the Executive’s responsibilities, authorities or functions from those which pertained during the ninety-day period immediately preceding the Agreement Effective Date; (iv) a substantial adverse change in the Executive’s work conditions from those which pertained during the ninety-day period immediately preceding the Agreement Effective Date; or (v) the Company’s failure to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Employment Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Mr. Sargen’s Employment Agreement, as amended, continues to provide that any termination by Mr. Sargen during the thirty-day period immediately following the first anniversary of the Agreement Effective Date shall be deemed to be a termination for Good Reason.

The Employment Agreement with Mr. Sargen, as amended, continues to provide that to the extent any payments or benefits received by Mr. Sargen would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (the “Excise Tax”), Mr. Sargen will be entitled to receive an additional payment from the Company (the “Gross-Up Payment”) in the amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such payments. However, the Company’s Compensation Committee has reserved the right to provide certain individuals (including the Executives) with an excise tax gross-up to the extent that, following the Company’s efforts to mitigate any Excise Taxes, the payments and benefits received by certain individuals in connection with the Merger would trigger Excise Taxes. The amount of such excise tax gross-ups will not exceed $1 million in the aggregate.

The Employment Agreements also provide that the Executive may not disclose or use any confidential information of the Company during or after the Employment Period. During the Executive’s employment with the Company and for a period of one year thereafter, the Executive is also precluded from engaging or becoming associated in any business which is in competition with the Company.

280G Mitigation Actions

While the Company will be permitted to take certain actions to reduce the amount of any potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code), the Board of Directors has not yet approved any specific actions to mitigate the expected impact of Section 280G of the Code on the Company and any disqualified individuals, other than the arrangements contained in the Employment Agreements, as described above in the section captioned “—Employment Agreements.”

Payments Upon Termination At or Following Change in Control

The table below, entitled “Potential Change-in-Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation payable

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to the Company’s named executive officers (i.e., our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers, as determined based on our most recent annual proxy statement), which compensation is subject to an advisory vote of the Company’s stockholders on the Compensation Proposal, as described below under the caption “Proposal 2: The Company’s Compensation Proposal.” The table assumes the consummation of the Merger occurred on September 19, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement, and that the employment of each named executive officer is terminated without “Cause” or for “Good Reason” on such date. The value of any equity-based awards was calculated by multiplying (i) the number of Company Options by the excess, if any, of the Per Share Merger Consideration ($60.00) over the exercise price of such Company Option, and (ii) the number of shares of Company Common Stock underlying each Company RSU and Company PSU by the Per Share Merger Consideration ($60.00).

The calculations in the table below do not include amounts the named executive officers were already entitled to receive or amounts in which the named executive officers were vested, in each case, as of the date hereof nor amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of executive officers and that are available generally to all the salaried employees of the Company. Based on the Company’s preliminary Section 280G analysis, the payments and benefits received by the named executive officers in connection with the Merger will not trigger Excise Taxes, and therefore, no gross-up amounts were included herein.

The amounts shown are estimates based on multiple assumptions and do not reflect compensation actions that could occur after the date of this proxy statement and before the Effective Time. As a result, the actual amounts received by a named executive officer may differ materially from the amounts shown in the following table.

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without “cause” or for “good reason” following the Effective Time, as described above. The amounts shown in this column are based on the compensation and benefit levels in effect on September 19, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement; therefore, if compensation and benefit levels are changed after such date, actual payments to an executive officer may be different than those provided for above.

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The cash payments described in this column (1) include the following components:

The amounts shown do not attempt to forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. In accordance with the Merger Agreement, the equity-based payments are “single-trigger” in nature as they will become payable immediately upon the Effective Time.

The equity payments described in this column (2) include the following components:

The above payments are “double-trigger” in nature as they will only be payable in the event of a termination of employment without “Cause” or for “Good Reason” following the Effective Time, as described above. The amounts in the column above reflect health and benefits rates in effect for 2019; therefore, if benefits levels change between the date of this proxy statement and the closing of the Merger, such amounts may be higher or lower than the values set forth in this column.

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Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

It is anticipated that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $2,560 million in cash.

The Equity Commitment, the Debt Financing, and unrestricted cash at the Company will be available (i) to fund the aggregate purchase price, (ii) to repay, prepay or discharge (after giving effect to the Merger) the principal of and interest on, and all other indebtedness and other amounts outstanding pursuant to the Company’s existing credit agreement, (iii) for working capital and other general corporate purposes and (iv) to pay all fees and expenses required to be paid at the closing of the Merger by Parent, Merger Sub and the Company contemplated by, and subject to the terms and conditions of, the Merger Agreement. Upon the terms and subject to the conditions of the Equity Commitment Letter, the Company has a contractual right to enforce the Equity Commitment Letter against the Permira Funds and, under the terms and subject to the conditions of the Merger Agreement, the Company has the right to specifically enforce Parent’s obligation to consummate the Merger upon receipt of the proceeds of the Debt Financing. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Specific Performance.”

Equity Financing

In connection with the financing of the Merger, the Permira Funds, Parent, Merger Sub and certain affiliates of Parent and Merger Sub have entered into an equity commitment letter, dated August 7, 2019 (the “Equity Commitment Letter”). Pursuant to the Equity Commitment Letter, the Permira Funds have agreed to provide Parent with the Equity Commitment of an amount in euro which is equal to $1,382 million in cash. The Equity Commitment Letter provides, among other things, that the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights related to specific performance under the Merger Agreement.

Debt Financing

In connection with the financing of the Merger, Merger Sub also has obtained the Debt Commitment Letter from Royal Bank of Canada, as Arranger, pursuant to which the Arranger has committed to provide, upon the terms and subject to the conditions set forth in the Debt Commitment Letter, the First Lien Credit Facilities consisting of a senior secured first lien term loan facility in a principal amount equal to $875 million and a $135 million senior secured first lien revolving credit facility, and the Second Lien Facility in a principal amount equal to $250 million. We refer to the financing described above as the “Debt Financing.” Subsequent to the entry into the Merger Agreement, (i) on August 23, 2019, Merger Sub entered into a supplement to commitment letter and fee letter to add Barclays Bank PLC as an additional financing source and to reallocate a portion of the debt commitments of the Arranger under the Debt Commitment Letter, (ii) on August 25, 2019, Merger Sub entered into a supplement to commitment letter and fee letter to add Société Générale as an additional financing source and to reallocate a portion of the debt commitments of the Arranger under the Debt Commitment Letter, (iii) on August 26, 2019, Merger Sub entered into a supplement to commitment letter and fee letter to add UBS Securities LLC and UBS AG, Stamford Branch as additional financing sources and to reallocate a portion of the debt commitments of the Arranger under the Debt Commitment Letter and (iv) on August 27, 2019, Merger Sub entered into a supplement to commitment letter and fee letter to add Mizuho Bank, Ltd. as an additional financing source and to reallocate a portion of the debt commitments of the Arranger under the Debt Commitment Letter.

The proceeds of the Debt Financing will be used, among other things, (i) to finance, in part, the payment of the amounts payable under the Merger Agreement, (ii) for working capital and other general corporate purposes and (iii) to pay the fees and expenses incurred in connection with the Merger and obtaining Debt Financing.

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The Debt Financing contemplated by the Debt Commitment Letter is conditioned on the consummation of the Merger in accordance with the Merger Agreement, as well as other customary conditions.

If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions in any fee letter) contemplated in the Debt Commitment Letter and the related fee letter, Parent and Merger Sub will promptly notify the Company and use their respective reasonable best efforts to, as promptly as reasonably practicable following the occurrence of such event, (i) obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources on terms, conditions and costs not materially less favorable in the aggregate to Parent and Merger Sub than those contained in the Debt Commitment Letter and the related fee letter and in an amount at least equal to the Debt Financing or such unavailable and required portion thereof, as the case may be, and (ii) obtain one or more new financing commitment letters with respect to such alternate debt financing.

Fee Funding Agreement

Pursuant to the Fee Funding Agreement delivered by the Permira Funds in favor of the Company, the Permira Funds have agreed to fund the following payment obligations of Parent and Merger Sub under the Merger Agreement, which are subject to an aggregate cap equal to the sum of all such payment obligations: (i) monetary damages, including all or a portion of the Parent Termination Fee ($123,200,859) if required, on the terms and subject to the limitations set forth in the Merger Agreement; (ii) the Reimbursement Obligations, representing any amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by the Company, as specified in the Merger Agreement; (iii) the Interest Expenses, representing any interest on the Parent Termination Fee required to be paid by Parent to the Company, as specified in the Merger Agreement; and (iv) the Enforcement Expenses, representing any amounts in respect of certain out-of-pocket costs and expenses (including attorneys’ fees) related to the Company’s efforts to obtain payment of the Parent Termination Fee, as specified in the Merger Agreement.

Subject to specified exceptions, the Fee Funding Agreement will terminate upon the earliest of: (i) the consummation of the Merger and (ii) the later to occur of (A) the valid termination of the Merger Agreement under circumstances in which Parent would not be obligated to pay or cause to be paid the Parent Termination Fee and (B) the payment by Parent of its obligations (if any) under the Reimbursement Obligations, any other monetary damages required to be paid after the termination of this agreement, or under the Confidentiality Agreement referred to in the Merger Agreement.

Closing and Effective Time

The closing of the Merger will take place no later than (a) the fourth business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than those conditions to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions, or (b) such other time as Parent, Merger Sub and the Company mutually agree in writing; provided, however that the closing of the Merger cannot occur before September 21, 2019.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of Company Common Stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal

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or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of Company Common Stock unless otherwise expressly noted herein. Only a holder of record of shares of Company Common Stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of Company Common Stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Company Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, holders of shares of Company Common Stock who: (1) submit a written demand for appraisal of their shares; (2) do not vote in favor of the adoption of the Merger Agreement; (3) continuously are the record holders of such shares through the Effective Time; and (4) otherwise exactly follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Company Common Stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate merger consideration in respect of the shares of Company Common Stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a Merger Agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes the Company’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any holder of shares of Company Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Per Share Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company Common Stock, the Company believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Company Common Stock must do ALL of the following:

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In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who submits a proxy and who wishes to exercise appraisal rights must instruct the proxy to vote against the adoption of the Merger Agreement or abstain from voting its shares.

Filing Written Demand

Any holder of shares of Company Common Stock wishing to exercise appraisal rights must deliver to the Company, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of Company Common Stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or to abstain from voting on the adoption of the Merger Agreement. Voting against the adoption of the Merger Agreement or abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will not, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal is in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand for appraisal. A stockholder’s failure to make the written demand for appraisal prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of the Company stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Company Common Stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Company Common Stock must be executed by or on behalf of the holder of record, and must reasonably inform the Company of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH

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THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Cambrex Corporation

Attention: Samantha Hanley, Vice President, General Counsel and Corporate Secretary

One Meadowlands Plaza

East Rutherford, New Jersey 07073

Any holder of shares of Company Common Stock who has delivered a written demand to the Company and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to the Company a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Per Share Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and the Company, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Per Share Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of Company Common Stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of Company Common Stock who has complied with Section 262 and is entitled to appraisal under Section 262 (including for this purpose any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company Common Stock. Accordingly, any holders of shares of Company Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Company Common Stock within the time and in the manner prescribed in Section 262. The failure of a holder of Company Common Stock

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to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any holder of shares of Company Common Stock who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Company Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Company Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Court. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

Determination of Fair Value

After determining the holders of Company Common Stock entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

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In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither the Company nor Parent anticipates offering more than the Per Share Merger Consideration to any stockholder exercising appraisal rights, and each of the Company and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Per Share Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of Company Common Stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Per Share Merger Consideration in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Company Common Stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Company Common Stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking

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appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger and the Merger Consideration, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Litigation Relating to the Merger

On September 18, 2019, a stockholder complaint was filed in the United States District Court for the District of New Jersey against the Company and the individual members of the Board of Directors, captioned Stein v. Cambrex Corporation. et al., Case No. 2:19-cv-18106 (the “Complaint”). The Complaint alleges generally that the Company and the members of the Board of Directors violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder by omitting material information from the Proxy Statement rendering it false and misleading and seeks, among other things, an injunction against the Merger, or in the event the Merger is consummated, rescission and rescissory damages, additional disclosure of facts in the Proxy Statement relating to the Merger, a declaration from the court directing the defendants to account to plaintiff for all damages suffered as a result of their alleged wrongdoing, and costs and disbursements (including attorneys’ and experts’ fees and expenses). The Company believes the allegations to be without merit and intends to vigorously defend against them.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Company Common Stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This summary is general in nature and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address tax consequences that may be applicable to:

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This summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, such as the U.S. federal estate, or gift tax or the alternative minimum tax. In addition, this summary does not address the Medicare tax on net investment income.

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

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U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company Common Stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of Company Common Stock that is, for U.S. federal income tax purposes, not a U.S. Holder.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

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Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such Non-U.S. Holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code (“FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under those rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of 30% on certain payments made to a “non-financial foreign entity” (as specially defined under those rules) unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Recently released proposed Treasury Regulations (upon which taxpayers may rely until final Treasury Regulations are issued) eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of Company Common Stock under FATCA. Holders of Company Common Stock are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of Company Common Stock pursuant to the Merger.

Regulatory Approvals Required for the Merger

General

The Company (to the extent required), Parent and Merger Sub have agreed to (and to cause their respective affiliates, as applicable to) (i) file with the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) a Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act within ten business days following the date of the Merger Agreement; and (ii) as promptly as practicable following the date of the Merger Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any governmental authority as are required by other applicable antitrust laws in connection with the Merger, and, subject to certain limitations, to take all action necessary, proper or advisable to cause the expiration or

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termination of the applicable waiting periods pursuant to the HSR Act and any other applicable antitrust laws and obtain any required consents pursuant to the HSR Act or any applicable antitrust law, in each case as promptly as practicable and, in any event, prior to the Termination Date.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the DOJ and the FTC, and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act is 30 calendar days, unless the waiting period is terminated earlier or extended by a second request for additional information. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until the Company and Permira file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. The Company and Permira made the necessary filings with the FTC and the DOJ on August 21, 2019 and made a request for early termination of the HSR Act waiting period, and on September 3, 2019, the FTC granted early termination of the applicable waiting period under the HSR Act.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the Company (or its subsidiaries), or Parent or Merger Sub (or their respective controlled affiliates). Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

European Commission Merger Regulation

On August 27, 2019, Permira made a referral request to the Commission requesting that the Commission assume jurisdiction to review the Merger in lieu of certain Member States. Following a pre-notification period and the formal filing of the referral request, the Member States have 15 working days within which to state their objection. The Non-Opposition Period ends on October 14, 2019.

Unless a Member State objects during the Non-Opposition Period (in which case the Merger will remain subject to review by certain Member States), the Commission will assume jurisdiction. Following a pre-notification period, the Commission has 25 working days to clear the Merger, either unconditionally or subject to accepted remedies (in which case the review period will be extended to 35 working days), or to open an in-depth investigation.

Other Factors

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

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