EAST RUTHERFORD, N.J., April 6 /PRNewswire-FirstCall/ -- Cambrex
Corporation ("Cambrex" or the "Company") (NYSE: CBM) announced today that
its Board of Directors approved a one-time payment of $14.00 per share to
shareholders through a special cash dividend. This dividend, which will
total approximately $400 million, will be financed by approximately $300
million of cash on hand, principally from the remaining net proceeds from
the recently completed sale of Cambrex's Bioproducts and Biopharma
businesses, and approximately $100 million of borrowings under a new five
year, $200 million credit facility entered into today with a commercial
bank group led by JPMorgan Chase Bank, N.A.
(Logo: http://www.newscom.com/cgi-bin/prnh/20000613/CAMBREXLOGO )
James A. Mack, Chairman, President & Chief Executive Officer commented:
"In early 2006, we announced our plan to evaluate strategic alternatives to
enhance shareholder value. I am very pleased to announce that as a result
of this process, the Company will make this significant one-time
distribution of $14.00 per share to our shareholders."
Mack continued, "In addition to the dividend, our shareholders will
retain their ownership interests in Cambrex, a focused provider of
pharmaceutical products and services to both branded and generic
pharmaceutical companies worldwide. Given our strong market position,
experienced management team, sharp strategic focus, current momentum and
positive market conditions, we are excited about our shareholders' ability
to also participate in the Company's future performance and growth."
The special dividend is payable on May 3, 2007 to shareholders of
record as of April 20, 2007. The dividend is subject to satisfaction of
customary conditions to the drawdown of funds under the new credit facility
on the dividend payment date. Because of the magnitude of the special
dividend, the New York Stock Exchange has determined that the ex-dividend
date will be May 4, 2007, the business day following the payment date.
Shareholders of record on the April 20, 2007 record date who subsequently
sell their shares of common stock prior to or on the payment date of May 3,
2007 will also be selling their right to receive the special cash dividend.
Accordingly, shareholders are advised to contact their financial advisors
before selling their shares.
For U.S. federal income tax purposes, the distribution will be a
dividend to the extent it is paid out of the Company's current or
accumulated earnings and profits, as determined under U.S. federal income
tax principles. Based on these rules, the Company currently estimates that
55%-65% of the payment will be treated as a dividend for tax purposes, with
the balance being a return of capital. This estimate is preliminary and
subject to change based upon a comprehensive review and analysis of the
Company's history as well as actual results for the entire 2007 taxable
year. Shareholders will receive a Form 1099-DIV in early 2008 notifying
them of the portion of the special cash dividend that is treated as a
dividend for U.S. federal income tax purposes. Shareholders are encouraged
to consult with their own tax and financial advisors regarding the
implications of this special distribution.
The Company also announced that, effective immediately, the Board of
Directors is discontinuing its quarterly dividend payment and will instead
allocate these cash outlays to support its growth initiatives.
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, including the outcome of outstanding
litigation disclosed in the Company's public filings, 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 for the special dividend under the Company's new
credit facility and the accuracy of the Company's current estimate set
forth in this release with respect to its earnings and profits for tax
purposes in 2007. 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 filed January 4, 2007 in respect of the Special
Meeting of Shareholders dated February 5, 2007, the Cambrex 2006 Annual
Report on Form 10-K, including the Forward-Looking Statement section
therein, and other subsequent filings with the SEC, including Current
Reports on Form 8-K.
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 http://www.cambrex.com.
SOURCE Cambrex Corporation
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Related links:
http://www.cambrex.com
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20000613/CAMBREXLOGO
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PRN Photo Desk, photodesk@prnewswire.com
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CONTACT:
Robert Thomson, Director, Investor Relations
of Cambrex Corporation, +1-201-804-3047, bob.thomson@cambrex.com
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