Synthetech (NZYM) Announces Bankruptcy Court Approval of Merger With W. R. Grace Subsidiary
10/20/2010 7:20:29 AM
ALBANY, Ore., Oct. 18 /PRNewswire-FirstCall/ -- W. R. Grace & Co. (NYSE: GRA) has received approval from the United States Bankruptcy Court for the District of Delaware of the previously announced transactions contemplated by the Agreement and Plan of Merger dated as of September 13, 2010 pursuant to which W. R. Grace & Co.-Conn, a wholly-owned subsidiary of W. R. Grace & Co., will purchase Synthetech, Inc. (OTC Bulletin Board: NZYM), a manufacturer of fine chemicals specializing in organic synthesis, biocatalysis and chiral technologies.
In addition to obtaining Bankruptcy Court approval, the boards of directors of both companies have approved the transaction. However, the merger remains subject to approval by Synthetech's shareholders and the satisfaction of other closing conditions.
Synthetech, Inc., based in Albany, Oregon, is a fine chemicals company specializing in organic synthesis, biocatalysis and chiral technologies. Synthetech develops and manufactures amino acid derivatives, specialty amino acids, peptide fragments and proprietary custom chiral intermediates primarily for the pharmaceutical industry. Synthetech produces advanced pharmaceutical intermediates in accordance with current Good Manufacturing Practices (cGMP) and in compliance with U.S. Food and Drug Administration (FDA) regulations. Synthetech's products support the development and manufacture of therapeutic peptides and peptidomimetic (peptide-like) small molecule drugs from early stages of a customer's clinical development through market launch and into commercial production. Synthetech's products also support the production of chemically-based medical devices. Synthetech's domestic and international customer base includes major and mid-size pharmaceutical, contract drug synthesis, emerging and established biotechnology and medical device companies. Synthetech also supplies catalog quantities of specialty amino acids to research institutions, universities and drug discovery firms.
Grace is a leading global supplier of catalysts and other products to petroleum refiners; catalysts for the manufacture of plastics; silica-based engineered and specialty materials for a wide range of industrial applications; sealants and coatings for food and beverage packaging, and specialty chemicals, additives and building materials for commercial and residential construction. Founded in 1854, Grace has operations in over 40 countries. For more information, visit Grace's web site at www.grace.com.
This announcement contains forward-looking statements, that is, information related to future, not past, events, including the proposed acquisition of Synthetech by W. R. Grace & Co.-Conn. For these statements, Synthetech claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements, including as a result of the failure to be satisfied of any closing conditions to the proposed acquisition of Synthetech, including any failure of Synthetech's shareholders to approve the transaction. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Synthetech undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
In connection with the proposed merger, Synthetech, Inc. ("Synthetech") will file with the Securities and Exchange Commission (the "SEC") a definitive proxy statement. Synthetech will mail the proxy statement to each of its shareholders. Synthetech urges shareholders to read the proxy statement regarding the proposed merger when it becomes available because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website (www.sec.gov). You can also obtain free copies of the proxy materials from Synthetech by contacting Gary Weber, at Synthetech's offices at 1290 Industrial Way, Albany, Oregon 97322, at (541) 967-6575. You may also call our proxy solicitor, Georgeson Inc., at (888) 867-6963, toll free, to request a separate copy of these materials.
Synthetech and its directors, executive officers and various other members of management and employees may be soliciting proxies from Synthetech shareholders in favor of the merger agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Synthetech shareholders in connection with the proposed merger will be set forth in the proxy statement when it is filed with the SEC. You can find information about Synthetech's executive officers and directors in its Annual Report on Form 10-K for the year ended March 31, 2010 filed with the SEC on June 10, 2010. You can obtain free copies of this document from Synthetech using the contact information above. Additional information regarding the interests of these potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.
SOURCE Synthetech, Inc.