UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate
box:
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Preliminary Proxy Statement
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant
to §240.14a-12
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Albany Molecular Research, Inc.
(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):
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class
of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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Fee paid previously with
preliminary materials.
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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DATE:
August 4, 2017
TO:
All Employees
FROM:
William S. Marth, President and Chief Executive Officer, AMRI
ATTENTION:
Acquisition Update: Getting to Know our Sponsors
Team –
This note is to update
you on our progress as we move towards closing the transaction with Carlyle and GTCR. We are working closely with both firms to
chart a growth-oriented strategy and realize the ambitions for our business that brought us together. We want to keep you abreast
of what we are doing so that you share our enthusiasm about the future of AMRI and the course we are pursuing.
We are proceeding quickly
toward transaction closing.
The next major milestone will be the shareholder vote, which will take place on August 18. We
continue to expect a closing in the third quarter.
In terms of our strategy,
nothing changes.
GTCR and Carlyle fully recognize our strengths – our people, our global services and technology platform
and our deep customer relationships – and see the same growth opportunities that we do. Our strategy remains the same:
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Expand
high-margin, high-growth products and services.
In addition to our focus on growing
DDS, API Manufacturing and the Drug Product businesses, we intend to look to invest in
other high-growth, high-margin areas such as biologics, peptides and proteins and complex
dosage forms, such as inhalation, liquids, creams and ointments.
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Enhance
sales strategies and capabilities.
We have established sales incentive plans and
initiatives to encourage cross-selling to existing and new customers and to expand the
geographic reach of the sales team.
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Maximize
licensing / partnering of compounds and services.
We will continue to capture additional
revenue on the development, contract manufacturing and profit sharing of generic products.
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Improve
operating effectiveness.
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On the last point, improving
operating efficiency, we are already taking action on several initiatives:
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The DDS team has been closely examining
all aspects of its business processes to find areas for enhancement. It is a granular process that is already proving fruitful.
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We have formed a Sales, Supply Chain and
Operations group that is taking a holistic look at inventory management, procurement and sales in order to improve demand planning,
among other related functions.
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We have formed a global Strategic Sourcing
and Procurement group to ensure more efficient order placement and order management processes as well as to address supply continuity
risks. We have recently announced several management appointments to this important team.
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Getting to know our
sponsors
The remarkable progress
we have made is a result of the time and resources that GTCR and Carlyle have already invested in getting to know our business,
and represents early validation that our sponsors will be great partners – both of whom have deep healthcare experience –
to accelerate our growth and capitalize on opportunities in the marketplace.
Carlyle is one of the largest
investment firms in the world, currently with about $162 billion in assets under management. Its diverse healthcare investments
include many companies that you likely know, such as Pharmaceutical Product Development, a global contract research organization,
and Ortho Clinical Diagnostics, which provides
in vitro
diagnostic solutions.
Chicago-based GTCR has
a 35-year track record as an investor in specialized healthcare companies like ours. GTCR previously formed Crealta Pharmaceuticals,
a specialty pharmaceutical company focused on niche therapeutic markets within rheumatology and the central nervous system, and
two well-known companies in its current portfolio are Cole-Parmer, a global manufacturer and distributor of laboratory research
products, and Sterigenics International, a global leader in outsourced sterilization and lab testing services for medical devices
companies.
The sponsors are eager
to invest additional capital in our business following the transaction closing to expand our business and drive future growth.
Their faith in our business is a testament to our bright prospects.
Alongside the business
planning above, Carlyle and GTCR have provided an incredible opportunity: the chance to meet and socialize with the management
teams of companies in their portfolios. These meetings have provided insights into aspects of the healthcare market as well as
firsthand accounts and anecdotes that show how Carlyle and GTCR focus on the well-being of the people within their portfolio companies
and partner with management teams to build profitable and valuable businesses.
We hope that the progress
we are making and the path we are pursuing is evident. I and the management team will provide additional updates and detail on
these activities as we continue our progress.
Lastly,
in terms of
our mission, nothing changes.
As you have heard me say, we work on developing the miracles of tomorrow that have the potential
to improve the quality and enjoyment of life for people with critical health needs.
I look forward to the next
chapter of our success together.
Additional Information
About the Proposed Transaction and Where to Find It
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval.
AMRI will hold a Special Meeting of Stockholders on August 18, 2017. AMRI has filed with the U.S. Securities and Exchange Commission
(“SEC”) and mailed to its stockholders a definitive proxy statement in connection with the proposed transactions with
Carlyle and GTCR. The Security holders of AMRI are urged to read the definitive proxy statement and the other relevant materials
when they become available because such materials will contain important information about AMRI, Carlyle and GTCR and their respective
affiliates and the proposed transaction. The proxy statement and other relevant materials (when they become available), and any
and all other documents filed by AMRI with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov.
In addition, investors
may obtain a free copy of AMRI’s filings from AMRI’s website at http://ir.amriglobal.com/ or by directing a request
to: Albany Molecular Research, Inc., 26 Corporate Circle, Albany, New York 12203, attn: investorinfo@amriglobal.com.
INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION.
Participants in the
Solicitation
AMRI and its directors
and executive officers may be deemed to be participants in the solicitation of proxies from the security holders of AMRI in connection
with the proposed transaction. Information about those directors and executive officers of AMRI, including their ownership of AMRI
securities, is set forth in the definitive proxy statement for AMRI’s 2017 Annual Meeting of Stockholders, which was filed
with the SEC on April 19, 2017, as supplemented by other AMRI filings with the SEC, including the definitive proxy statement filed
with the SEC as of July 14, 2017. Investors and security holders may obtain additional information regarding the direct and indirect
interests of AMRI and its directors and executive officers in the proposed transaction by reading the proxy statement and other
public filings referred to above.
Forward-Looking Statements
This communication includes
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements regarding beliefs and expectations about the proposed merger, the timing of the closing
of the merger, expectations regarding the management and strategy of AMRI following closing of the merger, and the expected impact
of the merger on AMRI’s financial and operating results and business. The words “anticipates”, “believes”,
“expects”, “may”, “plans”, “predicts”, “will”, “potential”,
“goal” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. Readers should not place undue reliance on these forward-looking statements. AMRI’s
actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which AMRI may
not be able to predict and may not be within AMRI’s control. Factors that could cause such differences include, but are not
limited to, (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may adversely affect
AMRI's business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger,
including the adoption of the Merger Agreement by AMRI's stockholders and the receipt of certain governmental and regulatory approvals
in foreign jurisdictions, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, (iv) the effect of the announcement or pendency of the proposed merger on AMRI's business, operating results,
and relationships with customers, suppliers, competitors and others, (v) risks that the proposed Merger may disrupt AMRI's current
plans and business operations, (vi) potential difficulties retaining employees as a result of the proposed merger, (vii) risks
related to the diverting of management's attention from AMRI's ongoing business operations, and (viii) the outcome of any legal
proceedings that may be instituted against AMRI related to the Merger Agreement or the proposed merger. In addition, AMRI's actual
performance and results may differ materially from those currently anticipated due to a number of risks including, without limitation:
changes in customers’ spending and demand and the trends in pharmaceutical and biotechnology companies’ outsourcing
of manufacturing services and research and development; AMRI’s ability to provide quality and timely services and to compete
with other companies providing similar services; AMRI’s ability to comply with strict regulatory requirements; AMRI’s
ability to successfully integrate past and future acquisitions and to realize the expected benefits of each; disruptions in AMRI’s
ability to source raw materials; a change in the AMRI’s relationships with its largest customers; AMRI’s ability to
service its indebtedness; AMRI’s ability to protect its technology and proprietary information and the confidential information
of its customers; AMRI’s ability to develop products of commercial value under its collaboration arrangements; the risk of
patent infringement and other litigation; as well as those risks discussed in AMRI’s Annual Report on Form 10-K for the year
ended December 31, 2016 as filed with the SEC on March 16, 2017, subsequent Quarterly Reports filed with the SEC and AMRI’s
other SEC filings. Numerous factors, including those noted above, may cause actual results to differ materially from current expectations.
AMRI expressly disclaims any current intention or obligation to update any forward-looking statement in this communication to reflect
future events or changes in facts affecting the forward-looking statements contained in this communication.
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