ALBANY, New York, July 1, 2014 /PRNewswire/ -- AMRI (NASDAQ: AMRI)
today announced that it has completed the acquisition of Oso
Biopharmaceuticals Manufacturing, a former portfolio company of
Altaris Capital Partners, LLC. The transaction is consistent with
AMRI's strategy to be the preeminent supplier of custom and complex
drug product development and manufacturing services to the
pharmaceutical industry.
OsoBio is recognized as a premier contract manufacturer of
highly complex injectable drug products and their expertise in
large-scale commercial production is highly complementary to AMRI's
early stage drug product manufacturing capabilities. Customers will
benefit from access to a single source to address their sterile
fill/finish needs from Phase 1 development complete to commercial
supply.
Total consideration paid was $110
million. AMRI financed the transaction with cash on hand.
AMRI anticipates full year run-rate synergies of approximately
$3.0 million of EBITDA within 12
months of closing and the acquisition is expected to be accretive
to AMRI's 2014 adjusted diluted EPS. AMRI intends to provide
investors with updated 2014 guidance for the combined company when
it releases its second quarter 2014 financial results on
August 5, 2014.
About AMRI
Albany Molecular Research Inc. (AMRI) is a global contract
research and manufacturing organization that has been working with
the Life Sciences industry to improve patient outcomes and the
quality of life for more than two decades. With locations in
North America, Europe and Asia, our key business segments include Large
Scale Manufacturing (LSM) and Discovery and Development Solutions
(DDS). The LSM segment includes Active Pharmaceutical Ingredients
(API) and Drug Product Manufacturing, which supports the commercial
cGMP manufacturing of complex APIs, starting materials, clinical
formulation development and aseptic fill and finish. Our DDS
segment provides comprehensive services from hit identification to
IND, including expertise with diverse chemistry, library design and
synthesis, in vitro biology and pharmacology, drug
metabolism and pharmacokinetics, as well as natural products. For
more information about AMRI, please visit our website at
www.amriglobal.com or follow us on Twitter (@amriglobal).
About AMRI Large Scale API and Drug Product
Manufacturing
With demonstrated success in Large Scale API and Drug Product
Manufacturing, we offer the preeminence and scale to support the
chemical development, clinical formulation development, cGMP
manufacture and cGMP aseptic formulation and filling of complex
API, including potent, controlled substances, biologics, peptides,
steroids, and cytotoxic compounds. Our global manufacturing
footprint, which also includes manufacturing in Europe and India, provides customers with access to
global markets and low-cost manufacturing of APIs or intermediates.
In addition, we have the skills and infrastructure to adequately
provide complex API research and development, analytical support
and support with global regulatory activities. On the Drug Product
side, we have expertise with supporting pre-clinical through
commercial scale production of complex liquid-filled and
lyophilized parenteral formulations. We specialize in vial and
pre-filled syringe manufacturing and have lyophilization
capabilities for vials. AMRI has the capability to perform small
batch manufacturing, but has the capacity to perform filling for
larger batches to support Phase III, registration batches and
commercial.
About Altaris Capital Partners
Altaris is an investment firm focused exclusively on the
healthcare industry. With over $1.3
billion of equity capital under management, Altaris invests
in businesses that meet clearly defined healthcare needs. Altaris'
portfolio companies are typically headquartered in North America or Western Europe, but have operations throughout
the world. Altaris is based in New
York. For more information, please visit
www.altariscap.com.
Forward-looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve risks and uncertainties. These statements include, but
are not limited to, the potential synergies associated with the
OsoBio acquisition and the potential impact on AMRI's operations
and financial results. Readers should not place undue reliance on
our forward-looking statements. The company's actual results may
differ materially from such forward-looking statements as a result
of numerous factors, some of which the company may not be able to
predict and may not be within the company's control. Factors that
could cause such differences include, but are not limited to, the
ability of the Company to effectively integrate OsoBio's business;
possible negative impacts to the revenue expected to be received by
OsoBio following the closing of the transaction; trends in
pharmaceutical and biotechnology companies' outsourcing of chemical
research and development, including softness in these markets;
sales of Allegra® and the impact of the "at-risk" launch of generic
Allegra®, the OTC conversion of Allegra® and the generic and OTC
sales of Allegra in Japan on the
company's receipt of significant royalties under the Allegra®
license agreement; the success of the sales of other products for
which the company receives royalties; the risk that the company
will not be able to replicate either in the short or long term the
revenue stream that has been derived from the royalties payable
under the Allegra® license agreements; the risk that clients may
terminate or reduce demand under any strategic or multi-year deal;
the company's ability to enforce its intellectual property and
technology rights; the company's ability to obtain financing
sufficient to meet its business; the company's ability to
successfully comply with heightened FDA scrutiny on aseptic
fill/finish operations; the results of further FDA inspections; the
company's ability to effectively maintain compliance with
applicable FDA and DEA regulations; the company's ability to
integrate past or future acquisitions and make such acquisitions
accretive to the company's business model; the company's ability to
take advantage of proprietary technology and expand the scientific
tools available to it; the ability of the company's strategic
investments and acquisitions to perform as expected, as well as
those risks discussed in the company's Annual Report on Form 10-K
for the year ended December 31, 2013
as filed with the Securities and Exchange Commission on
March 17, 2014, and the company's
other SEC filings. OsoBio revenue and EBITDA, potential synergies
available following closing of the pending transaction and other
forward looking information offered by senior management today
represent a point-in-time estimate and are based on information as
of the date of this press release. Senior management has made
numerous assumptions in providing this guidance which, while
believed to be reasonable, may not prove to be accurate. Numerous
factors, including those noted above, may cause actual results to
differ materially from the guidance provided. The company expressly
disclaims any current intention or obligation to update the
guidance provided or any other forward-looking statement in this
press release to reflect future events or changes in facts assumed
for purposes of providing this guidance or otherwise affecting the
forward-looking statements contained in this press release.
Use of Non-GAAP Financial Measures
The non-GAAP financial measures included in this press release
are not meant to be considered superior to or a substitute for
results of operations prepared in accordance with GAAP. EBITDA
synergies and 2014 adjusted diluted EPS are only provided on a
non-GAAP basis. It is not feasible to provide reconciliation to the
most comparable projected U.S. GAAP measure because the excluded
items are difficult to predict and estimate and are primarily
dependent on future events.