8-K

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):

October 23, 2019

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)	(I.R.S. Employer Identification No.)

One Meadowlands Plaza

East Rutherford, New Jersey 07073

(Address of Principal Executive Offices Including Zip Code)

(201) 804-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	CBM	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02. Results of Operations and Financial Condition.

On October 24, 2019, Cambrex Corporation (the “Company”) issued a press release announcing certain preliminary, unaudited third quarter 2019 financial information that the Company intends to make available to prospective lenders in connection with the proposed debt financing of the previously announced pending acquisition by Permira. The press release is furnished with this Form 8-K as Exhibit 99.1.

The financial results included in the press release are unaudited and preliminary estimates that (i) represent the most current information available to management as of the date of this Current Report on Form 8-K, (ii) are subject to completion of financial closing and procedures that could result in significant changes to the estimated amounts, and (iii) do not present all information necessary for an understanding of the Company’s financial condition as of, and its results of operations for the quarter ended, September 30, 2019. Accordingly, undue reliance should not be placed on such preliminary estimates.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other document under the Securities Act of 1933.

Item 5.07. Submission of Matters to a Vote of Securities Holders.

On October 23, 2019, the Company held a special meeting of stockholders (the “Special Meeting”) at the Metropolitan Center, One Meadowlands Plaza, East Rutherford, New Jersey.

As of September 19, 2019, the record date for the Special Meeting, there were 33,724,367 shares of the Company’s common stock outstanding and entitled to vote. At the Special Meeting, 28,808,335 shares, or approximately 85.42% of all outstanding shares of common stock, were present either in person or by proxy.

At the Special Meeting, three proposals were considered:

(1) The proposal to adopt the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Catalog Intermediate Inc. (“Parent”), Catalog Merger Sub Inc. (“Merger Sub”) and the Company. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger Proposal”).

(2) The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

(3) The proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate and permitted under the Merger Agreement, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

At the Special Meeting, the Merger Proposal was approved by stockholders. The Compensation Proposal was not approved. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.

	For		Against		Abstain		Broker Non-Votes
Proposal 1 – The Merger Proposal		28,734,185		11,411		62,739		0
Proposal 2 – The Compensation Proposal		13,271,598		15,326,536		210,201		0
Proposal 3 – The Adjournment Proposal		26,292,561		2,454,662		61,112		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
	99.1	Cambrex Corporation Press Release Dated October 24, 2019
	104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other document under the Securities Act of 1933.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAMBREX CORPORATION
By:	/s/ Samantha Hanley
Name:	Samantha Hanley
Title:	Senior Vice President, General Counsel, and Corporate Secretary

Date: October 24, 2019

EX-99.1

Exhibit 99.1

NEWS RELEASE

Cambrex Releases Selected Preliminary Third Quarter 2019 Financial Results

East Rutherford, NJ - October 24, 2019 - Cambrex Corporation (NYSE: CBM), the leading small molecule company providing drug substance, drug product and analytical services across the entire drug lifecycle, today announced that in connection with the debt portion of the financing for the pending acquisition by an affiliate of the Permira Funds, they are making the following third quarter 2019 preliminary unaudited financial information available to prospective lenders.

CAMBREX CORPORATION

For the Three Months Ended September 30, 2019 and 2018

(in thousands, unaudited)

	Three Months Ended September 30,
	2019		2018
Net Revenue by Segment
Drug Substance	$	103,584	$	94,062
Drug Product		22,464		5,154
Early Stage Development & Testing		22,515		5,402
Total Net Revenue	$	148,563	$	104,618
Operating Profit	$	17,460	$	6,632
Consolidated Capital Expenditures	$	10,444	$	10,812

Reconciliation of GAAP to Non-GAAP Results

For the Three Months Ended September 30, 2019 and 2018

(in thousands, unaudited)

Operating Profit	$	17,460	$	6,632
Depreciation and Amortization		14,963		9,184
EBITDA		32,423		15,816
Merger, Acquisition and Integration Expenses		4,431		7,388
Adjusted EBITDA	$	36,854	$	23,204

CAMBREX CORPORATION

For the Nine Months Ended September 30, 2019 and 2018

(in thousands, unaudited)

	Nine Months Ended September 30,
	2019		2018
Net Revenue by Segment
Drug Substance	$	344,612	$	376,657
Drug Product		71,306		5,154
Early Stage Development & Testing		68,951		15,950
Total Net Revenue	$	484,869	$	397,761
Operating Profit	$	70,677	$	81,665
Consolidated Capital Expenditures	$	45,532	$	43,545

Reconciliation of GAAP to Non-GAAP Results

For the Nine Months Ended September 30, 2019 and 2018

(in thousands, unaudited)

Operating Profit	$	70,677	$	81,665
Depreciation and Amortization		43,943		24,203
EBITDA		114,620		105,868
Merger, Acquisition and Integration Expenses		11,049		7,727
Adjusted EBITDA	$	125,669	$	113,595

The financial results presented above are unaudited and preliminary estimates that (i) represent the most current information available to management as of the date of this press release, (ii) are subject to completion of financial closing and procedures that could result in significant changes to the estimated amounts, and (iii) do not present all information necessary for an understanding of Cambrex’s financial condition as of, and its results of operations for the quarter ended, September 30, 2019. Accordingly, undue reliance should not be placed on such preliminary estimates.

Use of Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are non-GAAP financial measures (“non-GAAP financial measures”). Other companies may have different definitions of these non-GAAP financial measures, and as a result they may not be comparable with non-GAAP financial measures provided by other companies.

EBITDA and Adjusted EBITDA should not be considered alternatives to measurements required by U.S. GAAP, such as Operating profit, and should not be considered a measure of Cambrex’s liquidity.

Cambrex uses these non-GAAP financial measures, among several other metrics, to assess and analyze its operational results and trends. Cambrex also believes these measures are useful to investors because they are common operating performance metrics as well as metrics routinely used to assess potential enterprise value. Cambrex has provided a reconciliation of U.S. GAAP amounts to non-GAAP amounts within this press release.

About Cambrex

Cambrex is the leading small molecule company that provides drug substance, drug product and analytical services across the entire drug lifecycle. The company provides customers with an end-to-end partnership for the research, development and manufacture of small molecule therapeutics. With over 35 years’ experience and a growing team of over 2,000 experts servicing global clients from sites in North America and Europe, Cambrex is a trusted partner in branded and generic markets for API and dosage form development and manufacturing.

Cambrex offers a range of specialist drug substance technologies and capabilities including biocatalysis, continuous flow, controlled substances, solid state science, material characterization and highly potent APIs. In addition, Cambrex can support conventional dosage forms including oral solids, semi-solids and liquids and has the expertise to manufacture specialist dosage forms such as modified-release, fixed dose combination, pediatric, bi-layer tablets, stick packs, topicals, controlled substances, sterile and non-sterile ointments.

For more information, please visit www.cambrex.com

Contact:	Stephanie LaFiura
	Investor Relations Associate
	Tel: +1 201.804.3037
	Email: stephanie.lafiura@cambrex.com

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XML

Document and Entity Information	Oct. 23, 2019
Cover [Abstract]
Entity Registrant Name	CAMBREX CORP
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0000820081
Document Type	8-K
Document Period End Date	Oct. 23, 2019
Entity File Number	1-10638
Entity Tax Identification Number	22-2476135
Entity Address, Address Line One	One Meadowlands Plaza
Entity Address, City or Town	East Rutherford
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07073
City Area Code	(201)
Local Phone Number	804-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common
Trading Symbol	CBM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false