UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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On January 4, 2007, Cambrex Corporation (the “Company”) issued the press release below,
announcing, among other things, that the Company has scheduled a special meeting of stockholders
for February 5, 2007 to consider and vote on the proposed sale, previously announced on October 24,
2006, of the Bioproducts and Biopharma subsidiaries to Lonza Group AG.
NEWS RELEASE
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Date:
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January 4, 2007 |
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Robert Thomson |
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Director, Investor Relations |
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201-804-3047 |
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bob.thomson@cambrex.com |
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CAMBREX SETS DATE FOR SPECIAL MEETING OF SHAREHOLDERS TO VOTE ON SALE OF BIOPRODUCTS AND BIOPHARMA SUBSIDIARIES
East Rutherford, N.J., January 4, 2007 — Cambrex Corporation (“Cambrex”) (NYSE: CBM) today
announced that a special meeting of shareholders will be held on February 5, 2007, to vote on the
proposal to approve the sale of the Bioproducts and Biopharma subsidiaries (the “Bio Businesses”)
to Lonza Group AG (“Lonza”). Cambrex shareholders at the close of business on December 27, 2006,
will be entitled to vote on the proposal. The Cambrex special meeting of shareholders will begin
at 2:00 P.M. (local time) on Monday, February 5 at the Sheraton Meadowlands Hotel & Conference
Center, Two Meadowlands Plaza, East Rutherford, New Jersey.
Proxy Statement
Cambrex Corporation has filed with the SEC and mailed to its stockholders a definitive proxy
statement in connection with the special meeting of stockholders to approve the Bio Businesses
transaction. The definitive proxy statement contains important information about Cambrex
Corporation, the transaction and related matters. Investors and security holders are urged to read
the definitive proxy statement carefully. Investors and security holders are able to obtain free
copies of the definitive proxy statement and other documents filed with the SEC by Cambrex
Corporation through the web site maintained by the SEC at www.sec.gov. In addition, investors and
security holders may obtain free copies of the definitive proxy statement from Cambrex Corporation
by contacting Peter Thauer, Senior Vice President, General Counsel and Secretary, at (201) 804-3000
or by calling Innisfree M&A Incorporated at (212) 750-5837.
Participants in the Solicitation
Cambrex Corporation and its executive officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from Cambrex Corporation’s stockholders with
respect to the proposed Bio Businesses transaction. Information regarding the executive officers
and directors of Cambrex Corporation is set forth in the definitive proxy statement. More detailed
information regarding the identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, is also set forth in the definitive proxy
statement.
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 2,000 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
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 satisfaction of the conditions to closing set forth in the stock
purchase agreement with Lonza, 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 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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