Albany Molecular Research Inc. (AMRI), a contract research, development and manufacturing organization, has signed a definitive agreement to be acquired by affiliates of The Carlyle Group, an investment firm, and GTCR LLC, a private-equity firm, for $21.75 per share in cash. The agreement was unanimously approved by AMRI’s Board of Directors, which has recommended that the shareholders vote in favor of the transaction.

Closing of the transaction is subject to customary closing conditions, including, among others, the affirmative vote in favor of the transaction by holders of a majority of AMRI’s outstanding common stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and similar laws outside the US. It is anticipated that the special meeting of AMRI’s stockholders to vote on the transaction will be held in the third quarter of 2017, and, if the transaction is approved, the merger would be expected to close shortly thereafter.

The transaction will be financed through a combination of debt and equity financing. Carlyle and GTCR have received debt financing commitments to finance the transaction. There is no financing condition to the obligations of the equity sponsors to consummate the transaction. Equity capital for Carlyle’s investment will come from Carlyle Partners VI, L.P., a $13 billion buyout fund, and equity capital for GTCR’s investment will come from GTCR Fund XI, a buyout fund with $3.85 billion of limited partner capital commitments.

Source: AMRI