SAN DIEGO--(BUSINESS WIRE)--Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced on behalf of holders of Albany Molecular Research, Inc. (“AMRI”) (NASDAQ:AMRI) stockholders as of July 10, 2017. This action was filed in the Northern District of New York and is captioned Rodak v. D’Ambra, et al., No. 1:17-cv-01179.
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at email@example.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint charges AMRI, certain of its senior officers and directors and UIC Parent Corporation and UIC Merger Sub, Inc. (collectively, “UIC”), which were formed and are controlled by affiliates of The Carlyle Group, L.P. and Carlyle Investment Management L.L.C. (collectively, “Carlyle”) and affiliates of GTCR LLC (collectively, “GTCR”), with violations of the Securities Exchange Act of 1934 (“1934 Act”). AMRI was a global contract research and manufacturing organization that had been working with the life sciences sector and pharmaceutical industry to improve patient outcomes and the quality of life for more than two decades.
On June 5, 2017, AMRI and UIC entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the Merger Agreement, AMRI’s Board of Directors (the “Board”) agreed to the acquisition of AMRI by Carlyle and GTCR in exchange for $21.75 per share in cash (the “Merger”).
The complaint alleges that in order to make the Merger price appear attractive to AMRI’s outside stockholders, on July 14, 2017, the defendants issued a proxy statement recommending approval of the Merger (the “Proxy Statement”) that contained materially false and misleading information and omitted other material information that was necessary to make the information that was disclosed not misleading, in violation of §14(a) of the 1934 Act. Most notably, in contrast to the Company’s actual expected growth, the financial projections that were disclosed in the Proxy Statement, and were relied upon by the Board’s financial advisor in opining that the Merger price was fair to stockholders, were falsely pessimistic, as demonstrated by defendants’ own prior statements. These downwardly manipulated financial projections were central to the Proxy Statement and to the defendants’ advocacy of the Merger.
According to the complaint, as a result of these and other materially false and misleading statements and/or omissions in the Proxy Statement, defendants were able to obtain stockholder approval of the sale of the Company to Carlyle and GTCR and deprive AMRI stockholders of the full value of their interest in AMRI. On August 18, 2017, a majority of AMRI stockholders voted in favor of the Merger Agreement. On August 31, 2017, the Merger closed. The preparation and dissemination of the false and misleading Proxy Statement thus induced stockholder action that resulted in substantial harm to plaintiff and AMRI’s other stockholders.
Plaintiff seeks to recover damages on behalf of all stockholders of AMRI as of July 10, 2017 (the “Class”). The plaintiff is represented by Robbins Geller, which has extensive experience in prosecuting investor class actions including actions involving financial fraud.
Robbins Geller is widely recognized as a leading law firm advising and representing U.S. and international investors in securities litigation and portfolio monitoring. With 200 lawyers in 10 offices, Robbins Geller has obtained many of the largest securities class action recoveries in history. For the third consecutive year, the Firm ranked first in both the total amount recovered for investors and the number of shareholder class action recoveries in ISS's SCAS Top 50 Report. Robbins Geller attorneys have shaped the law in the areas of securities litigation and shareholder rights and have recovered tens of billions of dollars on behalf of the Firm’s clients. Robbins Geller not only secures recoveries for defrauded investors, it also implements significant corporate governance reforms, helping to improve the financial markets for investors worldwide. Please visit http://www.rgrdlaw.com for more information.