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AMRI Completes Acquisition Of Cedarburg Pharmaceuticals, Inc.

ALBANY, N.Y., April 4, 2014 /PRNewswire/ -- AMRI (NASDAQ: AMRI) today announced that it has completed the previously announced acquisition of Cedarburg Pharmaceuticals, Inc.

Cedarburg, whose capabilities both augment and complement those of AMRI, is a contract developer and manufacturer of technically complex active pharmaceutical ingredients (API's) for both generic and branded customers. The transaction is consistent with AMRI's strategy to be the preeminent supplier of custom and complex drug development services and product to both the branded and generic pharmaceutical industry. Customers will benefit from access to a greater breadth of resources, including development of complex API, expanded scale-up capabilities and large scale manufacturing in lower cost environments.

Total consideration paid was $41 million, including assumption of certain liabilities. AMRI financed the transaction with cash on hand. The acquisition is expected to add between $13 and $14 million to AMRI's revenue in 2014. AMRI anticipates full year run-rate synergies of approximately $1.5 million of EBITDA within 12 months of closing and the acquisition is expected to be accretive to AMRI's 2014 adjusted diluted EPS in the range of $0.06 to $0.07 per share. Items excluded from non-GAAP financial results are expected to include all transaction-related costs, including amortization of intangible assets.

Use of Non-GAAP Financial Measures

This press release contains non-GAAP financial measures, such as EBITDA and adjusted diluted EPS, which are adjusted to exclude, among other things, the impact of interest income and expense, depreciation and amortization expense, and income tax expense or benefit. We exclude these items from the non-GAAP financial measures because they are outside our normal operations. There are limitations in using non-GAAP financial measures, as they are not prepared in accordance with generally accepted accounting principles, and may be different than non-GAAP financial measures used by other companies. In particular, we believe that the inclusion of supplementary non-GAAP financial measures in this press release helps investors to gain a meaningful understanding of our core operating results and future prospects without the effect of these often-one-time charges, and is consistent with how management measures and forecasts the Company's performance, especially when comparing such results to prior periods or forecasts.  Non-GAAP results also allow investors to compare the Company's operations against the financial results of other companies in the industry who similarly provide non-GAAP results. The non-GAAP financial measures included in this press release are not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP. Cedarburg's contribution to AMRI's adjusted diluted EPS is only provided on a non-GAAP basis. It is not feasible to provide reconciliation to the most comparable projected U.S. GAAP measure because the excluded items are difficult to predict and estimate and are primarily dependent on future events.

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