Date: 2016-05-05
Type of information: Company acquisition
Acquired company: Prime European Therapeuticals/Euticals (Italy)
Acquiring company: AMRI (USA - NY)
Amount: € 315 million
Terms: * On May 5, 2016, AMRI announced that it has signed a definitive agreement to acquire all outstanding shares of Prime European Therapeuticals, also known as "Euticals", in a transaction valued at approximately $358 million (€ 315 million), consisting of shares of AMRI common stock, cash, and a seller note. AMRI expects to finance the transaction through the issuance of approximately 7 million shares of AMRI common stock (currently valued at $110 million, equal to approximately 19.75% of AMRI common stock); a seller note of $63 million; and the remainder in cash. Including Euticals, AMRI believes that it will have the financial strength to manage its increased debt and plans to de-lever based on a combination of EBITDA growth and/or principal re-payments. AMRI has entered into debt financing commitments with JP Morgan and Barclays for amounts that are expected to be sufficient to provide funds necessary to consummate the transaction. In addition to the financing, the closing of the transaction is subject to customary closing conditions, including Hart-Scott-Rodino clearance in the U.S. The 7 million shares of AMRI common stock to be issued in connection with the transaction will be offered and sold outside the United States to Lauro 57, an eligible investor pursuant to Regulation S of the Securities Act of 1933, as amended. Nomura acted as exclusive financial advisor to AMRI in connection with this transaction and Goodwin Procter LLP and LCA Studio Legale acted as AMRI's legal advisors. Lincoln International acted as sole financial advisor to Lauro 57, and Chiomenti Studio Legale and Debevoise & Plimpton LLP acted as Lauro 57's legal advisors.
Details: The transaction will provide AMRI with an established European custom synthesis presence. Euticals has four plants in Italy, two in France, on in Germany and one in the US. Euticals' acquisition will expan AMRI expertise in sterile API, steroids, generics, fermentation, controlled substances and monobactams. It also provides an API portfolio that includes 50 active US Drug Master Files (DMFs), 17 EU Certificates of Suitability (COS) or Compliance with the European Pharmacopeia (CEP), 13 Japanese DMFs and 6 South Korean DMFs.
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