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Albany Molecular Research, Inc. Facilitates Financing of Management Buyout of Nycomed Amersham Chemical Production Facility in Rensselaer, New York.


Business Editors

ALBANY, N.Y.--(BUSINESS WIRE)--Dec. 21, 1999

Expands Chemical Development Services through Minority

Ownership of New Company Organichem Corporation

Albany Molecular Research, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: AMRI AMRI Albany Molecular Research (stock symbol)
AMRI Advanced Magnetic Research Institute (Mocksville, NC)
AMRI Advanced Materials Research Institute
AMRI Adult Movie Review Index
) announced today its strategic investment in Organichem Corporation to facilitate financing of a management buyout Management buyout (MBO)

Leveraged buyout whereby the acquiring group is led by the firm's management.


management buyout

See going private.
 of the Nycomed Amersham, plc chemical manufacturing facility in Rensselaer, New York Rensselaer is a city in Rensselaer County, New York, U.S., located on the Hudson River, directly opposite Albany. As of the 2000 census, the city population was 7,761; in 1920, it was 10,832. .

Earlier today, Organichem Corporation announced the closing of a purchase agreement with Nycomed Amersham, the former owner of the facility. Organichem was formed by the management team of the Nycomed Amersham chemical manufacturing operation in Rensselaer, New York, who will remain with the new company as operating management. Under the terms of the Organichem purchase agreement, current customers, of which Nycomed Amersham is the most significant, have agreed to multi-year contracts for manufacture and supply of pharmaceutical intermediates and active ingredients. Minimum revenues from the supply agreement are expected to be approximately $50 million per year. In addition to the supply of bulk chemicals to current customers, Organichem will continue its manufacturing relationships with other pharmaceutical and life sciences companies, previously developed by this management team under the Nycomed Amersham name. As an independent contract manufacturing organization, Organichem will be a minority-owned affiliate of Albany Molecular Research, Inc., and will be integrated with AMRI's chemical development services business.

The state-of-the-art facility provides a wide range of third-party development and manufacturing capabilities to the chemical and pharmaceutical industry and operates under strict FDA FDA
abbr.
Food and Drug Administration


FDA,
n.pr See Food and Drug Administration.

FDA,
n.pr the abbreviation for the Food and Drug Administration.
 (Food and Drug Administration) cGMP (current Good Manufacturing Practices Good Manufacturing Practice or GMP (also referred to as 'cGMP' or 'current Good Manufacturing Practice') is a term that is recognized worldwide for the control and management of manufacturing and quality control testing of foods and pharmaceutical products. ) compliance. It has manufactured ethical and over-the-counter drugs over-the-counter drug A therapeutic agent that does not require a prescription, which the FDA feels can be safely self-prescribed by non-physicians. Cf Prescription drug, Under-the-counter.  for more than 100 years, and was the primary bulk manufacturing site and center of manufacturing for Sterling Drug Inc. from 1917 until 1994, when the plant was sold to Nycomed.

The 222,778 square-foot facility on 23 acres has undergone more than $80 million of renovations in the past 15 years, making it among the most modern, comprehensive chemical manufacturing facilities in the world. Currently, the Rensselaer site has 174 employees; all are expected to remain with the new business. The Organichem managers anticipate that at least another 25 could be hired over the next five years.

The eight managers involved in the purchase have combined experience in the pharmaceutical industry of over 150 years. Several of them have been at the Rensselaer facility for much of their careers. Chemists and engineers at Organichem offer expertise in many chemical technologies and are accomplished in every phase of bulk chemical development. The company can accommodate virtually any requirement in the bulk chemical development process. It provides an integrated development service from laboratory to scale-up and equipment from small-scale laboratory glassware Laboratory glassware refers to a variety of equipment, traditionally made of glass, used for scientific experiments and other work in science, especially in chemistry and biology laboratories.  to 2,000-gallon production reactors.

AMRI's financing in the new company includes a $15 million equity investment for a 37.5% stake in Organichem and $15 million in debentures, which are convertible into additional equity of Organichem. Senior debt financing Debt Financing

When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay
 was provided by KeyBank. In addition to the conversion feature of the debentures, AMRI will have the option after three years to purchase the remaining Organichem shares.

Thomas E. D'Ambra, Ph.D., Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Albany Molecular Research, Inc. stated, "Our participation in Organichem Corporation constitutes an important expansion and extension of AMRI's chemical development services, from early stage process research, through clinical trial manufacture to market launch and beyond. Under the Nycomed Amersham name, the management and employees of Organichem have already established a number of important relationships with multiple pharmaceutical companies. Our due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  revealed similar values and culture: high standards and ethics and an emphasis on strong customer service. Very importantly, our respective facilities are located nearby. We expect immediate performance synergies between Organichem and our Chemical Development business unit. AMRI's and Organichem's customers will have a single, high quality source for CMO CMO

See: Collateralized mortgage obligation


CMO

See collateralized mortgage obligation (CMO).
 services from benchtop to pilot lab to manufacturing scale."

"This new partnership between Nycomed Amersham, Rensselaer and Albany Molecular to create Organichem is the latest landmark in Rensselaer County's economic recovery and will be a tremendous benefit to our region for many years," said New York State Senate The New York State Senate is one of two houses in the New York State Legislature and has members each elected to two-year terms. The state Constitution provides that the default membership be fifty members.  Majority Leader Joseph L. Bruno. "By staying and growing right here in Rensselaer County, Organichem will help create the jobs and opportunities needed to keep our local economy strong into the next millennium." Earlier this year, Senator Bruno assisted Albany Molecular Research in securing $2 million of state financing to fund expansion of AMRI's East Campus research facility.

D'Ambra continued, "The caliber and commitment of the senior managers of Organichem, led by John Fallone, was just as important to our decision to provide financing as the business and facilities. John and his team have built a world class production business, and we are excited about the growth prospects of Organichem in the rapid movement to outsourcing by our pharmaceutical customers. The establishment of an affiliate relationship and option for the eventual total acquisition of Organichem is an important step in our plan for the long-term growth and success of AMRI. As the outsourcing of chemical development services and active pharmaceutical ingredient manufacturing grows, we are confident that this new relationship establishes AMRI as a leader in this expanding market. We have high expectations for AMRI's ability to continue growing market share, but we remain committed to the belief that our success will only be assured by our customers who must be completely satisfied in on our performance, our standards and our service."

Added David P. Waldek, AMRI's Chief Financial Officer, "The revenues projected from the Organichem supply agreements are not subject to cancellation

or delay. Furthermore, from an accounting standpoint, AMRI's investment in Organichem is projected to be slightly accretive to earnings in fiscal 2000."

The managers involved in the buyout include John A. Fallone, former vice president of manufacturing at Nycomed Amersham, who has been named President and CEO of Organichem Corporation; Kenneth DeGrocco, Director, Finance; John F. Devlin, Director, Research & Development; Patricia Ellis, Director, Quality; Walter W. Foust, Jr., Director, Human Resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees. ; Gene Mierzwa, Director, Materials Management Materials management is the branch of logistics that deals with the tangible components of a supply chain. Specifically, this covers the acquisition of spare parts and replacements, quality control of purchasing and ordering such parts, and the standards involved in ordering, ; Larry Moser, Mirector, Facilities; and Mark S. Sorrentino, Director, Production.

AMRI will also hold a teleconference today at 1:30 p.m. to discuss the strategic benefits of the transaction. The call-in number for the teleconference is 1-800-230-1093 within the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and (612) 332-0523 for international locations.

About Albany Molecular Research, Inc.:

Albany Molecular Research is an integrated contract chemistry organization that offers a broad range of chemistry research and development services to pharmaceutical and biotechnology companies Top 100 Biotechnology Companies
The following is a list of the top 100 biotechnology companies ranked by revenue. The first nine companies qualify for the list of the top 50 pharmaceutical companies.
 involved in drug discovery and development. The Company offers services traditionally provided by chemistry divisions within pharmaceutical companies, including discovery (medicinal) chemistry, chemical development, analytical chemistry analytical chemistry: see under chemistry. , and active ingredient bulk manufacturing. The Company's objective is to be the leading provider of comprehensive outsourced chemistry services to the pharmaceutical and biotechnology industries. More information about Albany Molecular Research, Inc. is available on the World Wide Web at "www.albmolecular.com".

Statements in this press release that are not historical facts are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 that involve risks and uncertainties. The Company's actual results may differ materially from such forward-looking statements. Factors which could cause such differences include, but are not limited to, the Company's ability to attract and retain experienced scientists, trends in pharmaceutical and biotechnology companies outsourcing chemical research and development, sales of Allegra/Telfast and the Company's receipt of significant royalties from the Allegra/Telfast license agreement, the Company's ability to enforce its intellectual property and technology, and the Company's ability to effectively manage its growth, as well as those discussed in the Company's Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December 31, 1998 as filed with the Securities and Exchange Commission on March 31, 1999 and the Company's other SEC filings.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:4EUUK
Date:Dec 21, 1999
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