— Conference Call at 8:30 a.m. ET Today —
East Rutherford, NJ – November 20, 2018 – Cambrex Corporation (NYSE: CBM), the leading manufacturer of small molecule innovator and generic Active Pharmaceutical Ingredients (APIs), and finished dosage forms, today announced it has entered into a definitive agreement to acquire Avista Pharma Solutions (Avista), a contract development, manufacturing, and testing organization, for approximately $252 million. Avista is a portfolio company of Ampersand Capital Partners, a leading healthcare focused private equity firm. With this acquisition, Cambrex will enter the large and growing market for early stage small molecule development and testing services. Avista offers a broad suite of scientifically differentiated services ranging from API and drug product development and cGMP manufacturing to stand-alone analytical, microbiology testing and solid state sciences. The acquisition of Avista further strengthens Cambrex’s position as the leading fully integrated small molecule contract development and manufacturing organization (CDMO) across the entire drug lifecycle.
“We are excited to announce our acquisition of Avista, which further rounds out our small molecule service offering by adding a full complement of early stage development capabilities for both API and finished dosage form as well as comprehensive analytical testing services. The addition of Avista further underscores our commitment to providing the broadest possible range of world class services to our global customer base,” commented Steve Klosk, President and CEO of Cambrex. “Like the Halo transaction in September, this acquisition opens up an exciting new segment of the market for Cambrex and brings a large number of new customer relationships to Cambrex. These new relationships will provide cross selling opportunities for Cambrex’s API and finished dosage form services, and will significantly increase the funnel of molecules that may advance to commercial status, where Cambrex has always excelled.”
“This transaction affirms the reputation that our dedicated employee base has established as a trusted early stage CDMO with a track record of world class customer service, technical expertise and strong growth,” commented Pat Walsh, CEO of Avista Pharma. “We are very excited to be joining the Cambrex team and believe the growth synergies as a result of this combination will be significant.”
Commenting on the transaction, David Parker, of Ampersand Capital Partners, said, “We are very proud of what has been accomplished by Pat and the entire Avista management team. We believe Avista will continue to generate strong performance under Cambrex’s ownership and we wish Cambrex and the employees of Avista every success. We look forward to following their achievements in the years to come.”
Avista operates four facilities located in Durham, NC, Longmont, CO, Agawam, MA and Edinburgh, Scotland, UK, comprising over 200,000 square feet of space. All sites have a strong reputation for quality and excellent regulatory track records and contain state of the art assets. Avista has worked on more than 200 small molecules for approximately 180 customers so far in 2018, providing some combination of analytical testing, early stage process chemistry, formulation development, manufacturing, or solid state chemistry services. Including the microbiological testing business, Avista has over 400 active customers, and is expected to generate approximately $65 million in annual revenue in 2018. Avista’s 330 person workforce will join Cambrex’s 1,700 employees across the United States and Europe.
Cambrex will acquire Avista for approximately $252 million in total cash consideration. The acquisition is expected to be funded with a combination of cash on hand and borrowings under Cambrex’s existing revolving credit facility which in conjunction with this transaction, will be increased through the accordion feature. Cambrex has secured committed financing for the proposed increase. Upon completion of the transaction, Cambrex’s net leverage ratio, pro forma for the transaction, is expected to be approximately 2.4 times EBITDA as defined under the Company’s credit agreement. Cambrex expects the transaction to be accretive to adjusted earnings per share in 2019.
Completion of the transaction is subject to customary closing conditions and is expected to occur during the fourth quarter of 2018.
Wells Fargo Securities, LLC is serving as exclusive financial advisor to Cambrex and Ropes & Gray LLP is serving as legal counsel.
Bourne Partners is serving as exclusive financial advisor to Avista and Goodwin Procter LLP is serving as legal counsel.
Conference Call and Webcast
A conference call to discuss Cambrex’s acquisition of Avista will begin at 8:30 a.m. ET on Tuesday, November 20, 2018 and can be accessed by calling 1-877-260-1479 for domestic and +1-334-323-0522 for international. Please use the passcode 3270158 and call approximately 10 minutes prior to the start time. A webcast will be available in the Investors section of the Cambrex website located at www.cambrex.com. A telephone replay of the conference call will be available through Tuesday, November 27, 2018 by calling 1-888-203-1112 for domestic and +1-719-457-0820 for international. Please use the passcode 3270158 to access the replay.
Cambrex Corporation is an innovative life sciences company that provides products, services and technologies to accelerate the development and commercialization of small molecule therapeutics. The Company offers Active Pharmaceutical Ingredients (APIs), finished dosage forms, advanced intermediates and enhanced drug delivery products for branded and generic pharmaceuticals. Development and manufacturing capabilities include enzymatic biotransformations, high potency APIs, high energy chemical synthesis, controlled substances and continuous processing. For more information, please visit www.cambrex.com
About Avista Pharma
Avista Pharma Solutions is a contract development, manufacturing, and testing organization that understands what it takes to rapidly advance products through every stage of development. With over 200,000 square feet of laboratory and manufacturing space in the U.S. and U.K., Avista offers a broad suite of scientifically differentiated services ranging from early stage discovery, API and Drug Product development and cGMP manufacturing to stand-alone analytical and microbiology testing support. Led by its broad experience and collaborative approach, Avista is committed to finding the shortest, most efficient path to success for its clients – success that goes beyond science. For more information, please visit www.avistapharma.com
About Ampersand Capital Partners
Founded in 1988, Ampersand is a middle market private equity firm dedicated to growth-oriented investments in the healthcare sector. With offices in Boston and Amsterdam, Ampersand leverages its unique blend of private equity and operating experience to build value and drive superior long-term performance alongside its portfolio company management teams. Ampersand has helped build numerous market-leading companies across each of our core healthcare sectors, including Avista Pharma, Brammer Bio, Confluent Medical, Genoptix, Talecris Biotherapeutics and Viracor-IBT Laboratories. Additional information about Ampersand is available at www.ampersandcapital.com
This document contains “forward-looking statements” within the meaning of the federal securities laws, including statements about revenue and earnings expectations for the acquired business of Avista and that the transaction will be accretive to Cambrex Corporation (the “Company”) in 2019. These and other forward-looking statements may be identified by the fact that they use words such as “guidance,” “expects,” “anticipates,” “intends,” “estimates,” “believes” or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. Important factors that could cause such differences include the possibility that conditions to closing the transaction could not be met or that the benefits from the acquisition may not be as anticipated. The factors described in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the period ended December 31, 2017 captioned “Risk Factors,” or otherwise described in the Company’s filings with the SEC provide additional examples of such risks and uncertainties that may cause the Company’s actual results to differ materially from the expectations the Company describes in its forward-looking statements, including, but not limited to, customer and product concentration, the Company’s ability to win new customer contracts and renew existing contracts on favorable terms, the Company’s ability to cross-sell services to existing customers, significant declines in sales of products to the Company’s customers, pharmaceutical outsourcing trends, competitive pricing or product developments, market acceptance and adoption rate of its customers’ products, government legislation and regulations (including those pertaining to environmental issues), tax rate, interest rate, technology, manufacturing and legal issues, including the outcome of outstanding litigation, environmental matters, changes in foreign exchange rates, uncollectible receivables, the timing and/or volume of orders or shipments and the Company’s ability to meet its production plan and customer delivery schedules, expected timing of completion of capacity expansions, the Company’s ability to successfully integrate acquired businesses, loss on disposition of assets, cancellations or delays in renewal of contracts, lack of suitable raw materials, the Company’s ability to receive regulatory approvals for its products, continued demand in the U.S. for late stage clinical products and the successful outcome of the Company’s investment in new products.
For further details and a discussion of these and other risks and uncertainties, investors are encouraged to review the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, including the Forward-Looking Statement and Risk Factors sections therein, and other filings with the SEC. The Company cautions investors and potential investors not to place undue reliance on the forward-looking statements contained in this press release and to give careful consideration to the risks and uncertainties listed above and contained in the Company’s SEC filings. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
Net leverage ratio, pro forma for the transaction, is calculated as estimated net debt at the closing of the transaction divided by forecasted Adjusted EBITDA for the combined company at such time. The Company defines Adjusted EBITDA as operating profit plus depreciation and amortization expense, adjusted for the impact of any potential acquisitions, restructuring activities and certain other charges. Other companies may have different definitions of net leverage ratio and Adjusted EBITDA. Therefore, these measures may not be comparable with non-GAAP financial measures provided by other companies. Net leverage ratio and Adjusted EBITDA should not be considered alternatives to measurements required by U.S. GAAP, such as net income or operating profit. The Company uses net leverage ratio and Adjusted EBITDA among several other metrics to assess and analyze its operational results and trends. Reconciliations of these measures to measures calculated in accordance with GAAP are not available without unreasonable effort due to the unavailability of certain information needed to calculate certain reconciling items, including interest expense and income tax expense.
Contact: Cambrex Corporation
Executive Vice President & CFO