8-K

CONFORMED COPY

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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)           February 9, 2007

CAMBREX CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE	1-10638	22-2476135
(State or other jurisdiction of incorporation)	(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

Check the appropriate box if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(d) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CAMBREX CORPORATION
Form 8-K
Current Report
February 9, 2007

Section 2-Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.

     On February 6, 2007, Cambrex Corporation (“Cambrex” or the “Company”) completed the sale of its Bioproducts and Biopharma businesses (the “Bio Companies Business”) to Lonza Group Limited, as guarantor, and certain of its subsidiaries (collectively, the “Purchasers”) pursuant to the Stock Purchase Agreement (the “Agreement”) between Cambrex and the Purchasers dated October 23, 2006 (“the Transaction”). The entry into the Agreement was previously disclosed in the Cambrex Current Report on Form 8-K dated October 24, 2006 (“October 24, 2006 Current Report”).

     Pursuant to the terms of the Agreement, Cambrex sold the stock of the Bio Companies Businesses to the Purchasers for a purchase price of $460,000,000 in cash, subject to certain post-closing adjustments as previously disclosed.

     The foregoing description of the terms and conditions of the Agreement is a summary and is qualified in its entirety by reference to the Agreement, a copy of which was filed as Exhibit 10.1 to the October 24, 2006 Current Report.

     On February 6, 2007, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached as Exhibit 99.2 hereto.

Item 2.05 Costs Associated with Exit or Disposal Activities

     As previously disclosed in the Company’s Current Report on Form 8-K dated February 7, 2007, the Board of Directors had approved certain measures designed to enhance employee retention, including the Retention and Enhanced Severance Program (the “February 2006 Program”). Pursuant to the February 2006 Program, enhanced severance and retention payments were approved for certain corporate employees in the event the Company achieved certain strategic objectives. In conjunction with the completion of the Transaction, certain employees at the corporate office received retention payments of varying amounts pursuant to the February 2006 Program.

     Further, on February 5, 2007, also in conjunction with the completion of the Transaction, the Company communicated a plan to its employees as follows: (1) the Company notified the employees that will be terminated between March and August 2007 and consistent with the February 2006 Program provided enhanced severance benefits and the vesting of stock options and restricted stock; (ii) with respect to employees the Company wishes to retain for a period

ending on or prior to February 2008, in connection transition services provided under the Transition Services Agreement entered into in conjunction with the completion of the Transaction, the Company offered such employees a retention bonus pursuant to the retention previously reported in the Current Report on Form 8-K dated December 22, 2006 (the “December 2006 Program”) and enhanced severance benefits pursuant to the February 2006 Program, including the vesting of stock options and restricted stock; and (iii) with respect to employees that the Company wishes to retain following the completion of the Transaction, the Company offered such employees a retention bonus pursuant to the December 2006 Program for continued employment through September 2007, and enhanced severance pursuant to the February 2006 Program, including the vesting of stock options and restricted stock. Employees affected by this plan do not include any Named Executive Officer. The Company expects to record a charge related to the employees to be terminated of approximately $3.9 million, including $3.8 million of severance and $0.1 million of stock-based compensation expense associated with the actions. This charge will be recognized during 2007 as service is rendered by the employees.

Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

     Cambrex Corporation (Cambrex) is reporting under Item 5.02 (b) that Effective February 7, 2007, Luke M. Beshar, Executive Vice President and Chief Financial Officer (“EVP-CFO”) of Cambrex since February 2004, resigned as EVP-CFO.

     Cambrex is reporting under Item 5.02 (c) that effective February 7, 2007, the Board of Directors of Cambrex, upon recommendation of the Compensation Committee, approved the following:

     (1) Mr. Gregory P. Sargen, 41 was appointed Vice President and Chief Financial Officer of Cambrex effective February 7, 2007. Mr. Sargen served as Vice President — Finance since February 2003. Previously he was with Exp@nets, Inc. from 1999-2002, serving in the roles of Executive Vice President, Finance/Chief Financial Officer and Vice President/Corporate Controller. From 1996 to 1998, he was with Fisher Scientific International’s Chemical Manufacturing Division, serving in the roles of Vice President, Finance and Controller. Mr. Sargen also held various positions in finance, accounting and audit with Merck & Company, Inc., Heat and Control, Inc. and Deloitte & Touche. In connection with such appointment, Mr. Sargen will receive (i) an annual base salary of $300,000 per year; and (ii) participation in an incentive program which provides for a potential target bonus in cash of 100% of base salary. In addition, to encourage Mr. Sargen to remain with the Company as Chief Financial Officer, Mr. Sargen was awarded a retention bonus under the December 2006 Program. Pursuant to such award, Mr. Sargen will receive $300,000 if he remains with the Company until September 30, 2007. Further, Mr. Sargen entered into an employment agreement with Cambrex, (“Sargen Employment Agreement”) which provides that in the event of a Change of Control (as defined in the Sargen Employment Agreement), Mr. Sargen would be awarded a two-year contract of employment at substantially the same salary, bonus and benefits as Mr. Sargen had prior to the

start of such two-year term and including other benefits as defined in the Sargen Employment Agreement. The terms of the Mr. Sargen’s employment agreement are qualified in its entirety by the Sargen Employment Agreement to be filed as an Exhibit to the Company’s Annual Report on Form 10-K for fiscal year-end December 31, 2006.

     (2) Mr. Steven M. Klosk 49, was appointed Executive Vice President and Chief Operating Officer of Cambrex and President Pharmaceutical Products and Services effective February 7, 2007. In this position as Chief Operating Officer for the corporation, Mr. Klosk will be responsible for operations at the Company’s Charles City, Iowa, North Brunswick, New Jersey and Karlskoga, Sweden.

     Mr. Klosk joined Cambrex in October 1992 as Vice President — Administration. He was appointed Executive Vice President, Administration in October 1996 and was promoted to the position of Executive Vice President, Administration and Chief Operating Officer for the Cambrex Pharma and BioPharmaceutical Business Unit in October 2003. In January 2005, Mr. Klosk assumed direct responsibility for the BioPharmaceutical Business Unit as Chief Operating Officer. From 1988 until he joined Cambrex, Mr. Klosk was Vice President, Administration and Corporate Secretary for The Genlyte Group, Inc. From 1985 to 1988, he was Vice President, Administration for Lightolier, Inc. a subsidiary of The Genlyte Group, Inc.

     As Chief Operating Officer of Cambrex, Mr. Klosk will be paid an annual base salary of $400,000 and (ii) will participate in an incentive program which provides for a potential target bonus in cash of 100% of base salary. Mr. Klosk’s Employment Agreement as previously disclosed in the Company’s Annual Report on Form 10-K for fiscal year-ended December 31, 2005, remains in effect, and a Change of Control as defined in such Employment Agreement occurred upon the completion of the sale of the Company’s Bio Companies Business as disclosed in Item 2.01 above. To encourage Mr. Klosk to remain with the Company as Chief Operating Officer, Mr. Klosk, a Named Executive Officer, was awarded a retention bonus under the December 2006 Program. Pursuant to such award, Mr. Klosk will receive $400,000 if he remains with the Company until September 30, 2007. Additionally, notwithstanding any provision to the contrary in the Employment Agreement, upon termination of Mr. Klosk’s employment with Cambrex for any or no reason, whether due to death, disability, voluntary termination, Cause, involuntary termination or otherwise, such event will be treated as termination for Good Reason, and Mr. Klosk or his estate shall be entitled to all the payments and benefits set forth in section 6(d) of the Mr. Klosk’s Employment Agreement.

     Cambrex is reporting under Item 5.02(e) that pursuant to recommendation of the Compensation Committee, the Board of Directors of Cambrex approved the following actions:

     1. As previously disclosed in the Company’s Proxy Statement for 2006 Annual Meeting of Stockholders of Cambrex Corporation, the Board of Directors had agreed to award James A. Mack, President, Chief Executive Officer and Chairman of the Board of Directors of the Company an incentive payment of up to four times his annual salary of $500,000 upon the achievement of certain strategic objectives. Under this arrangement, Mr. Mack was awarded an incentive payment of $1,000,000 (equal to twice his annual salary), upon completion of the

Transaction. On February 5, 2007 the Board of Directors agreed to pay Mr. Mack an incentive payment of $1,500,000 upon the achievement of certain further strategic alternatives; this award replaces the earlier remaining potential award of $1,000,000.

     2. Mr. Beshar was appointed Executive Vice President — Strategy and Corporate Development (“EVP-SD”) effective February 7, 2007 after completion of the Transaction. Further, the completion of the Transaction and Mr. Beshar’s change in role constitutes a Change of Control as defined in Mr. Beshar’s Employment Agreement (filed as an Exhibit to the Company’s Annual Report on Form 10-K for fiscal year end December 31, 2005) and the Effective Date of the Change of Control is February 6, 2007. To encourage Mr. Beshar to remain with the Company as EVP-SD, Mr. Beshar, a Named Executive Officer, was awarded a retention bonus under the December 2006 Program previously disclosed in the Cambrex Current Report on Form 8-K dated. Pursuant to such award, Mr. Beshar will receive $200,000 if he remains with the Company until March 31, 2007. For each month thereafter until September 30, 2007, Mr. Beshar will receive $33,333 for each additional month he remains with the Company to a maximum of $200,000, such award is payable on the last day of each additional month in which Mr. Beshar remains with the Company. In the event, Mr. Beshar’s employment is involuntarily terminated prior to September 2007 any unpaid retention amount shall be payable to Mr. Beshar. In addition, notwithstanding any provision to the contrary in the Employment Agreement, upon termination of Mr. Beshar’s employment with Cambrex for any or no reason, whether due to death, disability, voluntary termination, Cause, involuntary termination or otherwise, such event will be treated as termination for Good Reason, and Mr. Beshar or his estate shall be entitled to all the payments and benefits set forth in section 6(d) of the Mr. Beshar’s Employment Agreement.

     (3) Effective February 7, 2007, Mr. Paolo Russolo, President, Cambrex Profarmaco Business Unit, a Named Executive Officer, entered into an Employment Agreement which provides that in the event of a Change of Control (as defined in the Russolo Employment Agreement), Mr. Russolo would be awarded a two-year contract of employment at substantially the same salary and bonus as Mr. Russolo had prior to the start of such two-year term and including other benefits as defined in the Russolo Employment Agreement. The terms of Mr. Russolo’s employment agreement are qualified in its entirety by the Russolo Employment Agreement to be filed as an Exhibit to the Company’s Annual Report on Form 10-K for fiscal year-ended December 31, 2006.

     Further, to encourage Mr. Russolo to remain with the Company, Mr. Russolo was also awarded a retention bonus under the December 2006 Program. Pursuant to such award, Mr. Russolo will receive $400,000 if he remains with the Company until December 31, 2007.

     On February 9, 2007, the Company issued a press release announcing the foregoing management changes. A copy of the press release is attached as Exhibit 99.3 hereto.

Section 8 — Other Events
Item 8.01 Other Events

     Cambrex is reporting under Item 8.01 that on January 24, 2007 the Compensation Committee of the Board of Directors (the “Committee”) approved the acceleration of vesting and settlement of all July 2006 Stock Option and Restricted Stock Unit grants to those corporate employees who have been awarded such grants and who will be terminated as a result of corporate restructuring. There are no Named Executive Officers in the affected group of employees. Such acceleration will result in any expense charge of $0.1million that will be recognized during 2007 as service is rendered by the employees.

     Cambrex is reporting under Item 8.01 that on February 5, 2007, the Committee approved the acceleration of vesting and settlement of all July 2006 Stock Option and Restricted Stock Unit grants to those corporate employees who have been awarded such grants and who may be terminated as a result of a future Change of Control or other corporate restructuring. There are no Named Executive Officers in the affected group of employees. Further, such acceleration does not result in any expense charge as it is not currently anticipated that such employees will be terminated.

     Cambrex Corporation is also reporting under Item 8.01 that effective February 28, 2007, Mr. Tom Bird, Vice President Corporate Development resigned from the Company to pursue other interests and that pursuant to the terms of Mr. Bird’s Employment Agreement (previously disclosed as an Exhibit to the Company’s Annual Report on Form 10-K for fiscal year-ended December 31, 2005) effective February 6, 2007, a Change of Control occurred and Mr. Bird shall receive the benefits as defined in section 6(d) of the Employment Agreement. On February 9, 2007, the Company issued a press release announcing Mr. Bird’s resignation. A copy of the press release is attached as Exhibit 99.3 hereto.

Item 9.01 — Financial Statements and Exhibits
(b) Proforma Financial Information

     Exhibit 99.1 Proforma Financial Information related to the Bio Companies transaction reported in Item 2.01 above.

(d) Exhibits

     Exhibit 99.2 — Cambrex Corporation Press Release dated February 6, 2007
     Exhibit 99.3 — Cambrex Corporation Press Release dated February 9, 2007

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
Date: February 9, 2007	By:	/s/   Peter E. Thauer
		Name:	Peter E. Thauer
		Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Nine Months Ended September 30, 2006
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		356,389			(157,169	)		(28,569	)		—			170,651
Allowances and rebates		1,632			(363	)		(371	)		—			898
Net sales		354,757			(156,806	)		(28,198	)		—			169,753
Other revenues		3,398			(4,269	)		36			—			(835	)
Net revenues		358,155			(161,075	)		(28,162	)		—			168,918
Cost of goods sold		231,260			(98,226	)		(25,700	)		—			107,334
Gross profit		126,895			(62,849	)		(2,462	)		—			61,584
Operating expenses:
Selling, general and administrative expenses		86,407			(41,343	)		(3,529	)		1,600g.			43,135
Research and development expenses		16,608			(7,845	)		(703	)		—			8,060
Goodwill impairment		2,092			—			(2,092	)		—			—
Total operating expenses		105,107			(49,188	)		(6,324	)		1,600			51,195
Operating profit		21,788			(13,661	)		3,862			(1,600	)		10,389
Other expenses:
Interest expense, net		12,188			379			(57	)		(12,745	)h.		(235	)
Other expenses, net		107			16			8			—			131
Income before taxes		9,493			(14,056	)		3,911			11,145			10,493
Provision for Income taxes		13,998			(3,362	)		1,029			—			11,665	i.
Loss before cumulative effect of a change in accounting principle		(4,505	)		(10,694	)		2,882			11,145			(1,172	)
Weighted average shares outstanding (basic)		26,718												26,718
Loss before cumulative effect of a change in accounting principle		(0.17	)											(0.04	)
Weighted average shares outstanding (diluted)		26,718												26,718
Loss before cumulative effect of a change in accounting principle		(0.17	)											(0.04	)

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Nine Months Ended September 30, 2005
(Unaudited)

	Cambrex		Bio Companies			Cork & Landen			Other			Pro forma
	As Reported		Adjustments			Adjustments			Adjustments			Reported
Gross sales		331,133		(141,385	)		(27,565	)		—			162,183
Allowances and rebates		3,696		(1,664	)		(580	)		—			1,452
Net sales		327,437		(139,721	)		(26,985	)		—			160,731
Other revenues		5,827		(3,765	)		(155	)		—			1,907
Net revenues		333,264		(143,486	)		(27,140	)		—			162,638
Cost of goods sold		212,910		(88,758	)		(26,432	)		—			97,720
Gross profit		120,354		(54,728	)		(708	)		—			64,918
Operating expenses:
Selling, general and administrative expenses		77,640		(39,373	)		(3,788	)		4,700g.			39,179
Research and development expenses		16,601		(7,332	)		(633	)		—			8,636
Total operating expenses		94,241		(46,705	)		(4,421	)		4,700			47,815
Operating profit		26,113		(8,023	)		3,713			(4,700	)		17,103
Other expenses:
Interest expense, net		8,282		439			(9	)		(9,290	)h.		(578	)
Other expenses, net		72		151			3			—			226
Income before taxes		17,759		(8,613	)		3,719			4,590			17,455
Provision for Income taxes		6,637		(4,256	)		1,112			—			3,493i.
Net Income		11,122		(4,357	)		2,607			4,590			13,962
Weighted average shares outstanding (basic)		26,389											26,389
Net Income		0.42											0.53
Weighted average shares outstanding (diluted)		26,550											26,550
Net Income		0.42											0.53

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2005
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		451,986			(191,198	)		(37,225	)		—			223,563
Allowances and rebates		3,437			(2,009	)		(787	)		—			641
Net sales		448,549			(189,189	)		(36,438	)		—			222,922
Other revenues		6,548			(5,071	)		(189	)		—			1,288
Net revenues		455,097			(194,260	)		(36,627	)		—			224,210
Cost of goods sold		293,760			(120,901	)		(35,705	)		—			137,154
Gross profit		161,337			(73,359	)		(922	)		—			87,056
Operating expenses:
Selling, general and administrative expenses		107,610			(52,894	)		(5,066	)		6,300g.			55,950
Research and development expenses		22,331			(9,524	)		(861	)		—			11,946
Asset impairments		107,177			(82,383	)		(24,794	)		—			—
Total operating expenses		237,118			(144,801	)		(30,721	)		6,300			67,896
Operating (loss)/profit		(75,781	)		71,442			29,799			(6,300	)		19,160
Other expenses:
Interest expense, net		10,815			585			(14	)		(12,020	)h.		(634	)
Other expenses, net		40			158			3			—			201
Income before taxes		(86,636	)		70,699			29,810			5,720			19,593
Provision for Income taxes		23,822			(3,460	)		2,591			—			22,953	i.
Net loss		(110,458	)		74,159			27,219			5,720			(3,360	)
Weighted average shares outstanding (basic)		26,456												26,456
Net loss		(4.18	)											(0.13	)
Weighted average shares outstanding (diluted)		26,456												26,456
Net loss		(4.18	)											(0.13	)

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2004
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			Reported
Gross sales		439,115			(179,378	)		(43,209	)		—			216,528
Allowances and rebates		2,258			(739	)		(701	)		—			818
Net sales		436,857			(178,639	)		(42,508	)		—			215,710
Other revenues		6,800			(5,424	)		(21	)		—			1,355
Net revenues		443,657			(184,063	)		(42,529	)		—			217,065
Cost of goods sold		272,917			(104,830	)		(35,694	)		—			132,393
Gross profit		170,740			(79,233	)		(6,835	)		—			84,672
Operating expenses:
Selling, general and administrative expenses		102,769			(49,440	)		(5,634	)		5,600	g.		53,295
Research and development expenses		19,659			(8,325	)		(900	)		—			10,434
Asset impairments		48,720			(48,720	)		—			—			—
Total operating expenses		171,148			(106,485	)		(6,534	)		5,600			63,729
Operating (loss)/profit		(408	)		27,252			(301	)		(5,600	)		20,943
Other expenses:
Interest expense, net		10,950			411			(277	)		(7,622	)h.		3,462
Other expenses, net		73			224			39			—			336
(Loss)/income from continuing operations before taxes		(11,431	)		26,617			(63	)		2,022			17,145
Provision for Income taxes		14,461			(3,563	)		152			—			11,050	i.
(Loss)/income from continuing operations		(25,892	)		30,180			(215	)		2,022			6,095
Weighted average shares outstanding (basic)		26,094												26,094
(Loss)/income from continuing operations		(0.99	)											0.23
Weighted average shares outstanding (diluted)		26,094												26,462
(Loss)/income from continuing operations		(0.99	)											0.23

Cambrex Corporation
Consolidated Income Statement — Pro forma
For the Year Ended December 31, 2003
(Unaudited)

	Cambrex		Bio Companies			Cork & Landen			Other			Pro forma
	As Reported		Adjustments			Adjustments			Adjustments			Reported
Gross sales		405,591		(163,447	)		(38,700	)		—			203,444
Allowances and rebates		3,780		(3,129	)		(732	)		—			(81	)
Net sales		401,811		(160,318	)		(37,968	)		—			203,525
Other revenues		8,833		(5,464	)		56			—			3,425
Net revenues		410,644		(165,782	)		(37,912	)		—			206,950
Cost of goods sold		248,238		(94,264	)		(30,848	)		—			123,126
Gross profit		162,406		(71,518	)		(7,064	)		—			83,824
Operating expenses:
Selling, general and administrative expenses		95,117		(44,699	)		(3,755	)		5,700	g.		52,363
Research and development expenses		17,123		(7,230	)		(876	)		—			9,017
Asset impairments		—		—			—			—			—
Legal settlement		11,342		—			—			—			11,342
Total operating expenses		123,582		(51,929	)		(4,631	)		5,700			72,722
Operating profit		38,824		(19,589	)		(2,433	)		(5,700	)		11,102
Other expenses:
Interest expense, net		11,840		265			(197	)		(9,698	)h.		2,210
Other expenses, net		139		(102	)		(27	)		—			10
Income from continuing operations before taxes		26,845		(19,752	)		(2,209	)		3,998			8,882
Provision for Income taxes		26,600		(1,664	)		(571	)		—			24,365	i.
Income/(loss) from continuing operations		245		(18,088	)		(1,638	)		3,998			(15,483	)
Weighted average shares outstanding (basic)		25,775											25,775
Income/(loss) from continuing operations		0.01											(0.60	)
Weighted average shares outstanding (diluted)		26,174											25,775
Income/(loss) from continuing operations		0.01											(0.60	)

Cambrex Corporation
Consolidated Balance Sheet — Pro forma
As of September 30, 2006
(Unaudited)

	Cambrex			Bio Companies			Cork & Landen			Other			Pro forma
	As Reported			Adjustments			Adjustments			Adjustments			September 30, 2006
Current assets
Cash and cash equivalents		34,458			—			(4,773	)		253,300	a.b.		282,985
Trade receivables, net		66,910			(35,794	)		(4,344	)		—			26,772
Inventories, net		110,840			(42,059	)		(14,251	)		—			54,530
Prepaid expenses and other current assets		16,750			(2,952	)		(705	)		—			13,093
Total current assets		228,958			(80,805	)		(24,073	)		253,300			377,380
Property, plant and equipment, net		239,812			(83,706	)		(27,947	)		—			128,159
Goodwill		96,695			(66,113	)		—			—			30,582
Other intangibles, net		50,232			(49,136	)		—			—			1,096
Other assets		6,414			(1,733	)		—			—			4,681
Total assets		622,111			(281,493	)		(52,020	)		253,300			541,898
Current liabilities
Accounts payable		36,617			(12,663	)		(5,312	)		710	c.		19,352
Accrued liabilities and other current liabilities		57,680			(18,102	)		(2,860	)		(387	)b.		36,331
Total current liabilities		94,297			(30,765	)		(8,172	)		323			55,683
Long-term debt		181,723			(3,625	)		—			(178,098	)b.		—
Deferred tax liabilities		29,131			(622	)		—			—			28,509
Other non-current liabilities		63,978			(4,771	)		(8,574	)		1,366	c.		51,999
Total liabilities		369,129			(39,783	)		(16,746	)		(176,409	)		136,191
Common stock		2,920			—			—			—			2,920
Additional paid in capital		221,233			—			—			—			221,233
Retained earnings		55,030			—			—			155,684	d.		210,714
Invested Equity		—			(242,393	)		(31,632	)		274,025			—
Treasury stock		(20,873	)		—			—			—			(20,873	)
Accumulated other comprehensive loss		(5,328	)		683	f.		(3,642	)e.		—			(8,287	)
Stockholders’ equity		252,982			(241,710	)		(35,274	)		429,709			405,707
Total liabilities and stockholders’ equity		622,111			(281,493	)		(52,020	)		253,300			541,898

a.	Reflects proceeds to be received at the closing of the sale of the Bio Companies Business of $460,000 reduced by approximately $31,000 of costs ($20,000 for Change in Control costs associated with certain senior executives, $5,000 for investment banker fees, $4,000 of legal and accounting fees, $1,000 of employee retention bonuses and $1,000 for taxes on the gain on sale associated with the disposition of the Bio Companies Business), as well as $800 of transaction costs associated with the disposition of the Cork and Landen Subsidiaries.
b.	The net proceeds are further reduced by the assumed repayment of all outstanding debt of $178,485 partially offset by $4,138 of cash retained by Cambrex in the disposition of the Cork and Landen Subsidiaries.
c.	Reflects a legal liability of Landen retained by Cambrex in the disposition of the Cork and Landen Subsidiaries.
d.	Reflects the estimated gain on the sale of the Bio Companies Business of approximately $186,000 offset by the estimated loss on the disposition of the Cork and Landen Subsidiaries of $30,000. The estimated tax provision on the pre-tax gain on the Bio Companies Business reflects the utilization of a substantial portion of Cambrex’s available domestic net operating loss and foreign tax credit carryforwards. The estimate is dependent on, among other things, a final allocation of sales proceeds among domestic and foreign components of the Bio Companies Business, which cannot be determined with certainty at this time. The finalization of the allocation of sales proceeds and other estimates could result in different tax consequences.
e.	Cork’s additional minimum pension liability transferred to the buyer of the Cork and Landen Subsidiaries (ICIG) ($2,856) and cumulative translation adjustment (“CTA”) recorded on the Cork and Landen Subsidiaries’ books of ($-6,498).
f.	The Bio Companies’ additional minimum pension liability transferred to Lonza ($2,469) partially offset by CTA recorded on the Bio Companies books of ($-1,786).
g.	Reflects corporate allocations originally charged to the Bio Companies and the Cork and Landen Subsidiaries that would remain an expense of Cambrex upon divestiture.
h.	For the year ended December 31, 2005 and the nine months ended September 30, 2006 and 2005, interest expense has been eliminated as if all debt had been repaid upon receipt of the Bio Companies’ proceeds at the beginning of the period. For 2004 and 2003, interest expense has been eliminated from continuing operations and allocated to discontinued operations based upon: (1) debt required to be repaid upon consummation of the sale of the Bio Companies Business pursuant to the Stock Purchase Agreement and (2) an allocation based upon pro-rata net assets consistent with EITF 87-24 “Allocation of Interest to Discontinued Operations.”
i.	For the years ended December 31, 2005, 2004 and 2003, reflects principally foreign and state income taxes directly related to the Bio Companies. For the nine months ended September 30, 2006 and 2005, the pro forma tax provision adjustment also reflects a tax benefit for domestic losses in pro forma continuing operations to the extent of the tax provision on the Bio Companies domestic pre-tax income reclassified to discontinued operations.

EX-99.2

Exhibit 99.2

News Release

Date:	February 6, 2007
Contact:	Robert Thomson
	Director, Investor Relations
Phone:	201-804-3047
Email:	bob.thomson@cambrex.com
Release:	Immediate

CAMBREX COMPLETES SALE OF BIO BUSINESSES

     East Rutherford, N.J., February 6, 2007 – Cambrex Corporation (“Cambrex”) (NYSE: CBM) today announced that it has completed the sale of its Bioproducts and Biopharma subsidiaries (the “Bio Businesses”) to Lonza Group AG. The sale was approved by an overwhelming majority at a Special Meeting of Shareholders held yesterday.

     James A. Mack, Chairman, President and Chief Executive Officer of Cambrex said: “We are pleased to have completed this important step in our yearlong effort to enhance shareholder value. Assuming financing can be arranged under favorable terms at anticipated levels, we expect to distribute $13.50 to $14.50 as a special dividend to shareholders in the near future. Our shareholders will have a continued interest in a global, diversified life sciences company focused on Active Pharmaceutical Ingredients and Pharmaceutical Services. Cambrex is well positioned to create further shareholder value by building upon our strong brand recognition, leveraging our position in high growth niche markets, capitalizing on our recent investments in facilities and employees and continuing cost reduction programs. The sale of our Bio Businesses was an important milestone for Cambrex. We are excited about our growth prospects as we concentrate our resources on the pharmaceutical products and services business.”

About Cambrex

     Cambrex is a global, diversified life sciences company dedicated to providing products and services to accelerate and improve the discovery and commercialization of human therapeutics. The Company currently employs approximately 850 worldwide. For more information, please visit www.cambrex.com.

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

Forward-Looking Statements

     This news release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding expected performance, especially expectations with respect to sales, research and development expenditures, earnings per share, capital expenditures, acquisitions, divestitures, collaborations, or other expansion opportunities. These statements may be identified by the fact that words such as “expects”, “anticipates”, “intends”, “estimates”, “believes” or similar expressions are used in connection with any discussion of future financial and/or operating performance. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in the Company’s periodic reports filed with the SEC. 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 including, but not limited to, global economic trends, pharmaceutical outsourcing trends, competitive pricing or product developments, government legislation and/or regulations (particularly environmental issues), tax rate, interest rate, technology, manufacturing and legal issues, changes in foreign exchange rates, performance of minority investments, uncollectible receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, lack of suitable raw materials or packaging materials, the possibility that the value of the acquisition of PermaDerm cultured skin may not be realized or that the Company’s plans to obtain a Humanitarian Device Exemption, completion of clinical trials and commercialization of PermaDerm cultured skin in the United States may not be successful, the Company’s ability to receive regulatory approvals for its products, the outcome of the evaluation of strategic alternatives, the availability of financing on favorable terms in order to fund the portion of the special dividend that is not being funded from proceeds of the sale and whether the Company’s estimates set forth in the definitive proxy statement filed January 4, 2007, with respect to its earnings and profits for tax purposes in 2007 will be correct. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to publicly update any forward- looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for us to predict which new factors will arise. In addition, we cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

     For further details and a discussion of these and other risks and uncertainties, investors and security holders are cautioned to review the definitive proxy statement, the Cambrex 2005 Annual Report on Form 10-K, including the Forward-Looking Statement section therein, and other filings with the SEC, including the Current Reports on Form 8-K filed on October 24, 2006, October 27, 2006 and November 2, 2006.

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EX-99.3

Exhibit 99.3

News Release

Date:	February 9, 2007
Contact:	Robert Thomson
Phone:	201-804-3047
Email:	bob.thomson@cambrex.com
Release:	Immediate

CAMBREX ANNOUNCES NEW LEADERSHIP TEAM

     East Rutherford, N.J., February 9, 2007 — Cambrex today announced that James A. Mack, Chairman, President and CEO, will retain his current responsibilities for the indefinite future and the Company has implemented a number of changes to its senior leadership team.

     Effective immediately, the Board of Directors has approved the following executive appointments: Steven M. Klosk – Executive Vice President, Chief Operating Officer; Gregory P. Sargen – Vice President, Chief Financial Officer; and Luke M. Beshar – Executive Vice President, Strategy & Corporate Development. The following individuals will continue in their current capacities reporting directly to Mr. Mack: Peter E. Thauer – Senior Vice President, General Counsel & Corporate Secretary, and Paolo Russolo – President, Profarmaco Milano. Thomas N. Bird, Vice President – Corporate Development will be leaving the Company to pursue other interests effective February 28, 2007.

     Mr. Mack commented: “I am excited about the future prospects of Cambrex and believe that the new leadership team represents the best in the industry.”

Cambrex Corporation | One Meadowlands Plaza | East Rutherford, NJ 07073
Phone 201.804.3000 | Fax 201.804.9852 | www.cambrex.com

     Steve Klosk brings to his new role over 14 years of progressive experience at Cambrex, serving most recently as Executive Vice President, Chief Operating Officer of Cambrex Pharma and Biopharma where he led the turnaround of the Biopharma business and significantly increased the custom development activities within the Pharma business. Greg Sargen, who is a CPA with an MBA degree from the Wharton School of Business and has served as Vice President – Finance for Cambrex for the last four years, brings the rare combination of broad financial experience, excellent business acumen, and strong leadership skills to his new position.

     Luke Beshar, during his tenure as Executive Vice President & CFO, was instrumental in upgrading the corporate and business unit financial staffs and successfully completing a number of other key initiatives. Most recently, he directed the evaluation of strategic alternatives, a yearlong, corporate-wide effort resulting in the recent sale of the Bioproducts and Biopharma businesses. In his new role, Mr. Beshar will work closely with Mr. Mack to identify and evaluate strategic and corporate development opportunities, lead investor relations, assist in the establishment of the Company’s new line of credit, oversee transition services provided to the buyers of the recently divested businesses, and direct other special projects. Peter Thauer has been a key member of the team leading Cambrex as Senior Vice President & General Counsel over the last 18 years and most recently was a key contributor to the process that resulted in the sale of the Bioproducts and Biopharma businesses. Paolo Russolo has a proven track record of consistently running the Cambrex generics business at market leading profitability levels over the last 25 years.

     Mr. Mack concluded: “I want to thank Tom Bird for his nearly 10 years of dedicated service in a number of challenging roles at Cambrex. We wish him well in his future endeavors.”

About Cambrex

     Cambrex provides products and services to accelerate the development and commercialization of branded and generic small molecule therapeutics. The Company currently employs approximately 850 worldwide. For more information, please visit www.cambrex.com.

Forward-Looking Statements

     This news release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding expected performance, especially expectations with respect to sales, research and development expenditures, earnings per share, capital expenditures, acquisitions, divestitures, collaborations, or other expansion opportunities. These statements may be identified by the fact that words such as “expects”, “anticipates”, “intends”, “estimates”, “believes” or similar expressions are used in connection with any discussion of future financial and/or operating performance. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in the Company’s periodic reports filed with the SEC. 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 including, but not limited to, global economic trends, pharmaceutical outsourcing trends, competitive pricing or product developments, government legislation and/or regulations (particularly environmental issues), tax rate, interest rate, technology, manufacturing and legal issues, changes in foreign exchange rates, performance of minority investments, uncollectible receivables, loss on disposition of assets, cancellation or delays in renewal of contracts, lack of suitable raw materials or packaging materials, the Company’s ability to receive regulatory approvals for its products, the outcome of the evaluation of strategic alternatives, the availability of financing on favorable terms in order to fund the portion of the special dividend that is not being funded from proceeds of the sale and whether the Company’s estimates set forth in the definitive proxy statement filed January 4, 2007 with respect to its earnings and profits for tax purposes in 2007 will be correct. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for us to predict which new factors will arise. In addition, we cannot assess the impact of each factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

     For further details and a discussion of these and other risks and uncertainties, investors and security holders are cautioned to review the definitive proxy statement, the Cambrex 2005 Annual Report on Form 10-K, including the Forward-Looking Statement section therein, and other filings with the SEC, including the Current Reports on Form 8-K.

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