AMRI Announces Proposed Private Offering of $100 Million Cash Convertible
ALBANY, N.Y., Nov. 18, 2013
ALBANY, N.Y., Nov. 18, 2013 /PRNewswire/ --Albany Molecular Research, Inc.
(NASDAQ: AMRI) ("AMRI") announced its intention to privately offer $100
million principal amount of cash convertible senior notes due 2018, subject to
market and other conditions, to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
AMRI also expects to grant the initial purchasers of the notes an option to
purchase up to an additional $15 million principal amount of the notes solely
to cover over-allotments, if any.
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as
joint-bookrunning managers for the proposed offering.
The interest rate, conversion rate and other terms of the notes will be
determined by negotiations among AMRI and the initial purchasers of the notes.
When issued, the notes will be unsecured senior obligations of AMRI. AMRI
expects to pay interest on the notes semi-annually on May 15 and November 15
of each year, commencing May 15, 2014. The notes will mature on November 15,
2018, unless earlier repurchased or converted into cash in accordance with
their terms prior to such date. The notes will be convertible at the option of
the holders only in certain circumstances and solely into cash. The notes will
not be convertible into AMRI's common stock or any other security under any
circumstances. AMRI will not have the right to redeem the notes prior to
In connection with the pricing of the notes, AMRI intends to enter into
privately negotiated cash convertible note hedge transactions with one or more
of the initial purchasers of the notes or their respective affiliates (the
"option counterparties"). The initial strike price of the cash convertible
note hedge transactions is expected to be the same as the initial conversion
price of the notes. AMRI also intends to enter into privately negotiated
warrant transactions with the option counterparties. If the initial purchasers
exercise their over-allotment option, AMRI may increase the size of the cash
convertible note hedge transactions and enter into additional warrant
The cash convertible note hedge transactions are expected to offset cash
payments due upon conversion of the notes in excess of the principal amount
thereof in the event that the market value per share of common stock at the
time of conversion of the notes is greater than the strike price under the
cash convertible note hedge transactions. If, however, the market price per
share of common stock exceeds the strike price under the warrant transactions
as well at the time they are exercised, there would be dilution from
conversion of the notes to the extent the then-current market price per share
of common stock exceeds the strike price under the warrant transactions.
In connection with establishing their initial hedge of the cash convertible
note hedge and warrant transactions, the option counterparties or their
affiliates have advised AMRI that they expect to enter into various derivative
transactions with respect to AMRI's common stock concurrently with or shortly
after the pricing of the notes. This activity could increase (or reduce the
size of any decrease in) the market price of AMRI's common stock or the notes
at that time. In addition, the option counterparties or their affiliates may
modify their hedge positions by entering into or unwinding various derivatives
with respect to AMRI's common stock and/or purchasing or selling AMRI's common
stock or other securities of AMRI in secondary market transactions following
the pricing of the notes and prior to the maturity of the notes (and are
likely to do so during any observation period related to a conversion of
notes). This activity could also cause or avoid an increase or a decrease in
the market price of AMRI's common stock or the notes.
AMRI expects to use a portion of the net proceeds from the offering of the
notes to pay the cost of the cash convertible note hedge transactions (after
such cost is partially offset by the proceeds from the sale of the warrants).
The remaining net proceeds from the offering may be used for working capital
and other general corporate purposes, including to fund possible acquisitions
of, or investments in, complementary businesses, products, services,
technologies and capital expenditures.
The notes have not been and will not be registered under the Securities Act or
the securities laws of any state or other jurisdiction andmay not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable securities laws of any relevant state or jurisdiction.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities nor shall there be any sale of any
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction. AMRI gives no assurance that the proposed offering
can be completed on any terms.
Contact: Investors: Michael Nolan, AMRI Chief Financial Officer, 518-512-2261,
Media - Gina Rothe, AMRI Communications, 518-512-2512
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