UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 1523, 2019

CAMBREX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE

1-10638

22-2476135

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Meadowlands Plaza

East Rutherford, New Jersey 07073

(Address of Principal Executive Offices Including Zip Code)

(201) 804-3000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common

CBM

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

AsOn ~~previously~~October ~~disclosed~~24, ~~on August 7,~~ 2019, Cambrex Corporation (the “Company”) ~~entered~~issued ~~into~~a anpress ~~Agreement~~release ~~and~~announcing ~~Plan~~certain ~~of Merger~~preliminary, ~~dated~~unaudited asthird ofquarter ~~August 7,~~ 2019 ~~(the~~financial ~~“Merger~~information ~~Agreement”),~~that ~~by and among Catalog Intermediate Inc. (“Parent”), Catalog Merger Sub Inc. (“Merger Sub”) and~~ the Company, ~~providing~~intends ~~for~~to ~~the~~make ~~merger~~available ofto ~~Merger~~prospective ~~Sub~~lenders ~~with~~in ~~and~~connection ~~into the Company (the “Merger”),~~ with the ~~Company~~proposed ~~surviving~~debt ~~the~~financing ~~Merger as a wholly owned direct subsidiary~~ of ~~Parent.~~the ~~Parent~~previously ~~and~~announced ~~Merger~~pending ~~Sub~~acquisition ~~are controlled~~ by ~~investment funds advised by~~ Permira ~~Advisers LLC (“Permira”)~~. The ~~closing~~press ofrelease ~~the Merger~~ is ~~subject~~furnished to certain closing conditions, including the obtainment of the requisite approvals under European Commission Merger Regulation. This Current Report on Form 8-K is being filed to supplement the disclosures regarding such approvals contained in the definitive proxy statement of Cambrex Corporation (the “Company”) filed with the Securities and Exchange Commission on September 23, 2019 and first mailed to the Company’s stockholders on or about September 26, 2019 (the “Proxy Statement”). To the extent that information in this ~~Current Report on~~ Form 8-K ~~differs~~as ~~from~~Exhibit ~~or updates information contained in the Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement the information in the Proxy Statement~~99. 1.

AsThe ~~disclosed~~financial results included in the ~~Proxy~~press ~~Statement,~~release onare ~~August 27,~~unaudited ~~2019,~~and ~~Permira~~preliminary ~~made~~estimates athat ~~referral~~(i) ~~request~~represent the most current information available to ~~the~~management ~~European~~as ~~Commission~~of (the ~~“Commission”~~date of this Current Report on Form 8-K, (ii) ~~requesting~~are subject to completion of financial closing and procedures that ~~the~~could ~~Commission~~result ~~assume~~in ~~jurisdiction~~significant changes to ~~review~~the estimated amounts, and (iii) do not present all information necessary for an understanding of the ~~Merger~~Company’s infinancial ~~lieu~~condition as of, ~~certain~~and ~~Member~~its ~~States~~results of operations for the ~~European~~quarter ~~Union~~ended, ~~(“Member~~September ~~States”)~~30, 2019. Accordingly, undue reliance should not be placed on such preliminary estimates.

OnSuch ~~October 15,~~information ~~2019~~shall ~~the~~not ~~Commission~~be ~~confirmed~~deemed ~~that~~“filed” nofor ~~Member~~purposes ~~State~~of ~~competent~~Section to18 ~~examine~~of the ~~Merger~~Securities ~~had~~Exchange ~~expressed~~Act ~~disagreement~~of to1934 ~~the~~or ~~referral~~otherwise ~~request~~subject ~~within~~to the 15liabilities ~~working~~of ~~day~~that ~~non-opposition~~Section, ~~period.~~nor ~~The~~shall ~~Merger~~it isbe ~~therefore~~ deemed toincorporated ~~have~~by anreference EUin ~~dimension~~any ~~and~~registration ~~the~~statement ~~Commission~~or ~~has~~other ~~assumed~~document ~~jurisdiction~~under tothe ~~review~~Securities ~~the~~Act ~~Merger.~~of 1933.

OnItem ~~October 16, 2019, Permira submitted a draft merger notification (Short Form CO) to the Commission, commencing the Commission’s merger pre-notification period~~5.07. ~~Once~~Submission ~~the~~of ~~notification~~Matters ~~is formally filed, the Commission has 25 working days~~ to ~~clear~~a ~~the~~Vote ~~Merger,~~of ~~either~~Securities ~~unconditionally or subject to accepted remedies (in which case the review period is extended to 35 working days), or to open an in-depth investigation~~Holders.

~~Cautionary~~On ~~Language~~October 23, ~~Concerning~~2019, ~~Forward-Looking~~the ~~Statements~~Company held a special meeting of stockholders (the “Special Meeting”) at the Metropolitan Center, One Meadowlands Plaza, East Rutherford, New Jersey.

~~Information~~As ~~set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects~~ of ~~the proposed transaction between the Company and Permira, constitute forward-looking statements within the meaning of Section~~September ~~27A of the Securities Act of 1933~~19, ~~as amended~~2019, ~~and Section 21E of~~ the ~~Securities~~record ~~Exchange~~date ~~Act~~for ~~of 1934, as amended. These statements may be identified by~~ the ~~fact~~Special ~~that they use words such as “may~~Meeting,” ~~“will,”~~there ~~“could,”~~were ~~“should~~33,~~” “would~~724,”367 ~~“expect,”~~shares “anticipate,” “intend,” “estimate,” “believe” or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the ~~Merger, including future financial and operating results, expected synergies and cost savings related to the Merger, the plans, objectives, expectations and intentions of the~~ Company,’s ~~Permira~~common ~~and~~stock ~~the~~outstanding ~~combined company, the expected timing of the completion of the Merger,~~ and ~~other~~entitled statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of the Company or Permira, as applicable, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to ~~a number of risks and uncertainties~~vote. ~~Neither~~At the ~~Company~~Special ~~nor Permira~~Meeting, ~~nor any of their respective directors~~28, ~~executive officers or advisors~~808,335 ~~provide any representation~~shares, ~~assurance~~ or ~~guarantee~~approximately ~~that the occurrence of the events expressed or implied in any forward-looking statements will actually occur~~85.42% ~~Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence~~ of ~~any~~all ~~event,~~outstanding ~~change~~shares ~~or other circumstances that could give rise to the termination~~ of ~~the~~common ~~Merger Agreement~~stock, ~~the~~were ~~risk~~present ~~that~~either the Company’s stockholders may not adopt the Merger Agreement, the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the closing conditions to the Merger may not be satisfied or waived in aperson timely manner, risks related to disruption of management time from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and other business partners, and on their operating results and businesses generally, the risk that potential litigation in connection with the Merger may affect the timing or ~~occurrence~~by ~~of the Merger or result in significant costs of defense, indemnification and liability and transaction costs~~proxy.

~~The~~At ~~forward-looking statements are based on~~ the ~~beliefs~~Special and assumptions of Company management and the information available to Company management as of the date of this report. The Company cautions investors not to place undue reliance on expectations regarding future resultsMeeting, ~~levels~~three ofproposals ~~activity,~~were ~~performance,~~considered: achievements or other forward-looking statements. The information contained in this document is provided by the Company as of the date hereof, and, unless required by law, the Company does not undertake and specifically disclaims any obligation to update these forward-looking statements contained in this document as a result of new information, future events or otherwise.

~~Discussions~~(1) ofThe ~~additional~~proposal ~~risks~~to ~~and~~adopt ~~uncertainties~~the ~~are~~Agreement and ~~will~~Plan beof ~~contained~~Merger, indated ~~the~~as ~~Company’s~~of ~~filings~~August 7, ~~with~~2019 (the ~~SEC~~“Merger Agreement”), ~~including~~by ~~the~~and ~~“Risk~~among ~~Factors~~Catalog Intermediate Inc. (“Parent”), ~~sections~~Catalog ofMerger ~~the~~Sub ~~Company’s~~Inc. ~~Annual~~(“Merger ~~Report~~Sub”) onand ~~Form~~the ~~10-K~~Company. ~~for~~Pursuant to the ~~fiscal~~terms ~~year~~of ~~ended~~the ~~December 31~~Merger Agreement, ~~2018.~~Merger ~~You~~Sub ~~can~~will ~~obtain~~merge ~~copies~~with ofand into the Company’s, ~~filings~~ with the ~~SEC~~Company ~~for~~continuing ~~free~~as at the ~~SEC’s~~surviving ~~website~~corporation and a wholly owned direct subsidiary of Parent (~~www.sec.gov~~the “Merger Proposal”).

~~Certain~~(2) ~~Information~~The ~~Regarding~~proposal ~~Participants~~to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

(3) The ~~Company~~proposal ~~and certain of its directors, executive officers and other members of management and employees may be deemed~~ to beadjourn ~~participants in~~ the ~~solicitation~~Special ofMeeting ~~proxies~~to ina ~~respect~~later ofdate ~~the~~or ~~proposed~~dates, ~~transaction.~~if ~~Information~~necessary ~~regarding~~or ~~the~~appropriate ~~Company’s directors~~ and ~~executive~~permitted ~~officers~~under ~~is available in~~ the ~~Company’s~~Merger ~~Annual Report on Form 10-K for the year ended December 31~~Agreement, ~~2018,~~to ~~which~~solicit ~~was~~additional ~~filed~~proxies ~~with~~if ~~the~~there ~~SEC~~were oninsufficient ~~February 13,~~votes ~~2019,~~to ~~and~~adopt ~~in its proxy statement for~~ the ~~2019~~Merger ~~Annual~~Agreement ~~Meeting,~~at ~~which was filed with~~ the ~~SEC~~time ~~on March 12, 2019. To the extent holdings~~ of ~~Company securities have changed since~~ the ~~amounts~~Special ~~printed in the proxy statement for the 2019 Annual~~ Meeting, ~~such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with~~ (the ~~SEC.~~“Adjournment ~~Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Proxy Statement~~Proposal”). ~~These documents will be available free of charge from the sources indicated below.~~

~~Important~~At ~~Information~~the ~~and~~Special ~~Where~~Meeting, the Merger Proposal was approved by stockholders. The Compensation Proposal was not approved. Sufficient votes were received to ~~Find~~approve Itthe Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.

In connection with the proposed transaction, the Company has filed with the SEC a Proxy Statement with respect to a special meeting of the Company’s stockholders to approve the transaction. The definitive Proxy Statement was mailed to the stockholders of the Company on or about September 26, 2019. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION.


	For		Against		Abstain		Broker Non-Votes
Proposal 1 – The Merger Proposal		28,734,185		11,411		62,739		0

Proposal 2 – The Compensation Proposal		13,271,598		15,326,536		210,201		0

Proposal 3 – The Adjournment Proposal		26,292,561		2,454,662		61,112		0

~~Investors~~Item ~~and security holders will be able to obtain these materials and other relevant documents filed with the SEC free of charge at the SEC’s website, www~~9.~~sec~~01.~~gov.~~ InFinancial ~~addition,~~Statements ~~copies~~and ~~of the Proxy Statement may be obtained free of charge by accessing the Company’s website at www~~Exhibits.~~cambrex.com or by contacting the Company’s investor relations department by email at stephanie.lafiura@cambrex.com.~~

No(d) ~~Solicitation~~Exhibits.

This communication shall not constitute solicitation of any vote or approval with respect to any securities in respect of the proposed transaction.


Exhibit Number		Description of Exhibit

	99.1	Cambrex Corporation Press Release Dated October 24, 2019

	104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other document under the Securities Act of 1933.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAMBREX CORPORATION By: /s/ Samantha Hanley Name: Samantha Hanley Title: Senior Vice President, General Counsel, and Corporate Secretary

ByDate: ~~/s/ Samantha Hanley Name: Samantha Hanley Title: Senior Vice President~~October 24, ~~General~~2019 ~~Counsel, and Corporate Secretary~~

Date: October 17, 2019

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