AMRI Accused of Filing Misleading Proxy Statement, Injuring Stockholders

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Albany Molecular Research, Inc. (AMRI) and its board of directors are facing a lawsuit along with The Carlyle Group, L.P., GTCR LLC, and several of their affiliates over the proposed acquisition of AMRI by Carlyle and GTCR. The suit, filed by an AMRI stockholder, claims the transaction is “self-interested” and allows for board members to receive “lucrative personal payouts” while robbing stockholders of the company’s future value. The plaintiff claims the board was “so eager for their payday” that they allowed Carlyle and GTCR to jointly purchase the company instead of competing with each other for the highest bid.

The complaint argues that the defendants filed a misleading proxy statement in connection with the merger in order to “make the Merger price appear attractive to AMRI’s outside stockholders.” The statement, according to the suit, was missing material information concerning the company’s financial projections, which it says were “inconsistent” with previously stated plans for future growth. The plaintiff claims that as a result of the defendants’ allegedly misleading statements, the merger was approved and AMRI stockholders were financially injured.