AMRI Announces Pricing of $130 Million Cash Convertible Senior Notes

     AMRI Announces Pricing of $130 Million Cash Convertible Senior Notes

  PR Newswire

  ALBANY, New York, Nov. 20, 2013

ALBANY, New York, Nov. 20, 2013 /PRNewswire/ -- Albany Molecular Research,
Inc. (NASDAQ: AMRI) ("AMRI") announced that it has upsized to $130.0 million
principal amount and priced its previously announced private offering of cash
convertible senior notes due 2018 to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). AMRI also granted the initial purchasers of the notes an option to
purchase up to an additional $20.0 million principal amount of the notes
solely to cover over-allotments, if any.

When issued, the notes will be unsecured senior obligations of AMRI and bear
interest at a rate of 2.25% per annum, payable 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 maturity. The conversion rate for the notes will initially be
63.9844 shares of AMRI's common stock per $1,000 principal amount of notes,
which is equivalent to an initial conversion price of approximately $15.63 per
share of AMRI's common stock. The initial conversion price of the notes
represents a premium of approximately 32.0% to the $11.84 per share last
reported sale price of AMRI's common stock on November 19, 2013. The offering
of the notes is expected to close on November 25, 2013, subject to customary
closing conditions.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as
joint-bookrunning managers for the offering.

In connection with the pricing of the notes, the Company entered 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 approximately $15.63 per share of common stock (the
same as the initial conversion price of the notes). The Company also entered
into privately negotiated warrant transactions with the option counterparties,
with an initial strike price of approximately $18.94 per share of common
stock. If the initial purchasers exercise their over-allotment option, the
Company may increase the size of the cash convertible note hedge transactions
and enter into additional warrant transactions.

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 have advised
the Company that they or their affiliates expect to enter into various
derivative transactions with respect to the Company'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 the
Company's common stock or the notes at that time. In addition, the option
counterparties have advised the Company that they or their affiliates may
modify their hedge positions by entering into or unwinding various derivatives
with respect to the Company's common stock and/or purchasing or selling the
Company's common stock or other securities of the Company 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 the Company's common stock or the notes.

AMRI estimates that the net proceeds from the offering of the notes will be
approximately $125.8 million (or approximately $145.3 million if the initial
purchasers exercise their over-allotment option in full), after deducting the
initial purchasers' discounts and commissions and the estimated offering
expenses payable by AMRI. 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 and may 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,
or Media - Gina Rothe, AMRI Communications, 518-512-2512