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Cambrex to Acquire Avista Pharma Solutions

This acquisition will add early Stage API and Finished Dosage Form Development & Testing Services to its Global Contract Development & Manufacturing Network.

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.

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