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AMRI Announces Proposed Private Offering of $100 Million Cash Convertible Senior Notes
Date:11/18/2013

s. 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.

The cash convertible note hedge transactions are expected to offset cash payments due upon conversion of the notes in excess of the principal amount thereof in the event that the market value per share of common stock at the time of conversion of the notes is greater than the strike price under the cash convertible note hedge transactions. If, however, the market price per share of common stock exceeds the strike price under the warrant transactions as well at the time they are exercised, there would be dilution from conversion of the notes to the extent the then-current market price per share of common stock exceeds the strike price under the warrant transactions.

In connection with establishing their initial hedge of the cash convertible note hedge and warrant transactions, the option counterparties or their affiliates have advised AMRI that they expect to enter into various derivative transactions with respect to AMRI's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of AMRI's common stock or the notes at that time. In addition, the option counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to AMRI's common stock and/or purchasing or selling AMRI's common stock or other securities of AMRI in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of AM
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SOURCE AMRI
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