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AMRI Announces Proposed Private Offering Of $100 Million Cash Convertible Senior Notes

ALBANY, N.Y., Nov. 18, 2013 /PRNewswire/ -- Albany Molecular Research, Inc. (NASDAQ: AMRI) ("AMRI") announced its intention to privately offer $100 million principal amount of cash convertible senior notes due 2018, subject to market and other conditions, to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). AMRI also expects to grant the initial purchasers of the notes an option to purchase up to an additional $15 million principal amount of the notes solely to cover over-allotments, if any.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint-bookrunning managers for the proposed offering.

The interest rate, conversion rate and other terms of the notes will be determined by negotiations among AMRI and the initial purchasers of the notes. When issued, the notes will be unsecured senior obligations of AMRI. AMRI expects to pay interest on the notes semi-annually on May 15 and November 15 of each year, commencing May 15, 2014. The notes will mature on November 15, 2018, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. The notes will be convertible at the option of the holders only in certain circumstances and solely into cash. The notes will not be convertible into AMRI's common stock or any other security under any circumstances. AMRI will not have the right to redeem the notes prior to maturity.

In connection with the pricing of the notes, AMRI intends to enter into privately negotiated cash convertible note hedge transactions with one or more of the initial purchasers of the notes or their respective affiliates (the "option counterparties"). The initial strike price of the cash convertible note hedge transactions is expected to be the same as the initial conversion price of the notes. AMRI also intends to enter into privately negotiated warrant transactions with the option counterparties. If the initial purchasers exercise their over-allotment option, AMRI may increase the size of the cash convertible note hedge transactions and enter into additional warrant transactions.

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