-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGutNASRQ5nBD7xoCjYU8g2eASTdOevPekSP7ppYvMs9s22O8nMY+IvpF5MkHXmh oiL06R3TQGW+Zb5PZOdZFw== 0000950123-01-503538.txt : 20010619 0000950123-01-503538.hdr.sgml : 20010619 ACCESSION NUMBER: 0000950123-01-503538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010618 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBREX CORP CENTRAL INDEX KEY: 0000820081 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222476135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10638 FILM NUMBER: 1662429 BUSINESS ADDRESS: STREET 1: ONE MEADOWLANDS PLZ CITY: E RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2018043000 MAIL ADDRESS: STREET 1: ONE MEADOWLANDS PLAZA CITY: E. RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 y50565e8-k.txt CAMBREX CORPORATION 1 CONFORMED COPY SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20459 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JUNE 18, 2001 --------------------------- CAMBREX CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-10638 22-2476135 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) One Meadowlands Plaza, East Rutherford, New Jersey 07073 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201)804-3000 ------------- 2 CAMBREX CORPORATION FORM 8-K CURRENT REPORT JUNE 4, 2001 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On June 4, 2001, Cambrex Corporation ("Registrant") announced the completion of its acquisition of the Bio Science Contract Production Corp. ("Seller") biopharmaceutical manufacturing business in Baltimore, Maryland. The business involves the cGMP manufacture of purified bulk biologics and pharmaceutical ingredients. Cambrex Bio Science Inc., a Cambrex subsidiary, will operate the business. The total purchase price was approximately $120 million in cash, which will be funded by an existing line of credit facility. Additional purchase price payments of up to $25 million may be made depending on future business performance over the next four years. The total purchase price was determined by arm's length negotiations between the Seller and the Registrant. There is no material relationship between the Seller and the Registrant and, to the best knowledge of the Registrant, there is no material relationship between the Seller and any of the Registrant's affiliates, directors or officers or any associates of any of its directors or officers. The completion of this asset purchase provides Cambrex with a state-of-the-art biopharmaceutical manufacturing facility containing four bioprocessing and purification suites for a variety of therapeutic and diagnostic biopharmaceutical products including recombinant proteins, enzymes, plasmid DNA, monoclonal antibodies, and vaccines for clinical and commercial requirements. The Company is in the process of expanding capacity for microbial and mammalian cell production of additional biotherapeutics. The facility has been successfully inspected by the U.S. FDA and EMEA (European Agency for the Evaluation of Medicinal Products). The business currently has projects with approximately 10 customers, primarily under long-term contracts, and a strong pipeline of new projects. Year 2001 sales revenue targets are $35 million reflecting an approximate increase of 75% over the prior year. 2 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99) Additional exhibits (99) (a) Press release dated June 4, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. CAMBREX CORPORATION BY: /S/ SALVATORE J. GUCCIONE ------------------------------- Salvatore J. Guccione Senior Vice President and Chief Financial Officer Dated: June 18, 2001 3 EX-99.A 2 y50565ex99-a.txt PRESS RELEASE 1 [CAMREX CORPORATION LOGO] EXHIBIT 99A CAMBREX CORPORATION NEWS RELEASE One Meadowlands Plaza East Rutherford, NJ 07073 Tel: (201) 804-3000 Fax: (201) 804-9852 Release Date: June 4, 2001 Contact: Anne-Marie Hess Director, Investor Relations & Corporate Communications 201-804-3062 CAMBREX CORPORATION COMPLETES ACQUISITION OF THE BIOPHARMACEUTICAL PRODUCTION BUSINESS OF BIO SCIENCE CONTRACT PRODUCTION, CORP. East Rutherford, NJ - June 4, 2001 - Cambrex Corporation (NYSE:CBM) announced today the completion of its acquisition of the Bio Science Contract Production Corp. biopharmaceutical manufacturing business in Baltimore, Maryland. The business involves the cGMP manufacture of purified bulk biologics and pharmaceutical ingredients. Cambrex Bio Science Inc., a Cambrex subsidiary will operate the business. The completion of this asset purchase provides Cambrex with a state-of-the-art biopharmaceutical manufacturing facility containing four bioprocessing and purification suites for a variety of therapeutic and diagnostic biopharmaceutical products including recombinant proteins, enzymes, plasmid DNA, monoclonal antibodies, and vaccines for clinical and commercial requirements. The Company is in the process of expanding capacity for microbial and mammalian cell production of additional biotherapeutics. The facility has been successfully inspected by the U.S. FDA and EMEA (European Agency for the Evaluation of Medicinal Products). 4 2 The business currently has projects with approximately 10 customers, primarily under long-term contracts, and a strong pipeline of new projects. Year 2001 sales revenue targets are $35 million reflecting an approximate increase of 75% over the prior year. For 2002-2005, annual sales growth is targeted in the 20-30% range. The business is expected to be accretive to earnings, including amortization of goodwill, in 2001. James A. Mack, Cambrex President and Chief Executive Officer said "the business is an excellent addition to the Company's offerings of products and services to the life sciences industry. This acquisition further implements, not only our biotechnology growth strategy, but Cambrex's overall strategy to be a broad range pharmaceutical partner, supplying intermediates and active ingredients and providing services to speed therapeutics to market. With the many biotherapeutics already in clinical trials, we are excited about the growth opportunities in the biopharmaceutical market, as well as the complement of the Bio Science business to our expertise in cell culture and media optimization." Mr. Mack further stated, "I am very pleased that we have been able to retain all key employees of the business. With the addition of Jacques Rubin, founder & CEO of Bio Science and his talented group of employees to the Cambrex Team, we are gaining valuable resources and expertise." Various statements made within this press release may constitute "forward-looking statements" for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The Exchange Act. The forward-looking statements contained herein involve risks and uncertainties that could cause results to differ materially from the Company's expectations. Cambrex Corporation provides products and services to the life sciences industry. # # # 5 -----END PRIVACY-ENHANCED MESSAGE-----