The following disclosures were included in a Current Report on Form 8-K filed on October 17, 2019:
As previously disclosed, on August 7, 2019, Cambrex Corporation (the “Company”) entered into an 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, providing for the merger
of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned direct subsidiary of Parent. Parent and Merger Sub are controlled by investment funds advised by Permira Advisers LLC
(“Permira”). The closing of the Merger is subject to certain closing conditions, including the obtainment of the requisite approvals under European Commission Merger Regulation. This Current Report on Form 8-K is being filed to supplement the disclosures regarding such approvals contained in the definitive proxy statement of Cambrex Corporation (the “Company”) filed with the Securities and Exchange
Commission on September 23, 2019 and first mailed to the Company’s stockholders on or about September 26, 2019 (the “Proxy Statement”). To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information in
the Proxy Statement.
As disclosed in the Proxy Statement, on August 27, 2019, Permira made a referral request to the European
Commission (the “Commission”) requesting that the Commission assume jurisdiction to review the Merger in lieu of certain Member States of the European Union (“Member States”).
On October 15, 2019 the Commission confirmed that no Member State competent to examine the Merger had expressed disagreement to the
referral request within the 15 working day non-opposition period. The Merger is therefore deemed to have an EU dimension and the Commission has assumed jurisdiction to review the Merger.
On October 16, 2019, Permira submitted a draft merger notification (Short Form CO) to the Commission, commencing the Commission’s
merger pre-notification period. Once the notification is formally filed, the Commission has 25 working days to clear the Merger, either unconditionally or subject to accepted remedies (in which case the review
period is extended to 35 working days), or to open an in-depth investigation.
Cautionary Language Concerning
Forward-Looking Statements
Information set forth in this communication, including financial estimates and statements as to the
expected timing, completion and effects of the proposed transaction between the Company and Permira, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements may be identified by the fact that they use words such as “may,” “will,” “could,” “should,” “would,” “expect,”
“anticipate,” “intend,” “estimate,” “believe” or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could
cause actual outcomes and results to differ materially from current expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the
forward-looking statements. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the Merger, including future financial and operating results, expected synergies and cost savings related
to the Merger, the plans, objectives, expectations and intentions of the Company, Permira and the combined company, the expected timing of the completion of the Merger, and other statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of the management of the Company or Permira, as applicable, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially
from those currently anticipated due to a number of risks and uncertainties. Neither the Company nor Permira, nor any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements will actually occur. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the
following: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the Company’s stockholders may not adopt the Merger Agreement, the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the Merger may not be satisfied or waived in a timely manner, risks related to disruption of
management time from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and
other business partners, and on their operating results and businesses generally, the risk that potential litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense,
indemnification and liability and transaction costs.
