Catalent, Inc. (“Catalent”) (NYSE: CTLT), the leading global
provider of development sciences and manufacturing platforms for
medicines, including biotherapeutics; cell and gene therapies; and
consumer health products, today announced that its wholly owned
subsidiary, Catalent Pharma Solutions, Inc. (the “Operating
Subsidiary”), priced a private offering (the “Private Offering”) of
$650 million in aggregate principal amount of 3.500% senior
unsecured notes due 2030 (the “Notes”) at par, which represents an
increase of $200 million from the offering size previously
announced.
The Operating Subsidiary intends to use the proceeds from the
Private Offering to finance a portion of the purchase price for the
previously announced acquisition of Bettera Holdings, LLC (the
“Bettera Acquisition”) and to pay related fees, costs, and
expenses.
The Notes will be guaranteed by all of the wholly owned U.S.
subsidiaries of the Operating Subsidiary that guarantee its senior
secured credit facilities. The Notes will not be guaranteed by PTS
Intermediate Holdings, LLC or Catalent, the direct and indirect
parent companies of the Operating Subsidiary.
The Private Offering is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will be offered and sold to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act and to certain non-U.S.
persons outside the United States pursuant to Regulation S under
the Securities Act.
The sale of the Notes is expected to be consummated on September
29, 2021, subject to customary closing conditions.
The Notes have not been and will not be registered under the
Securities Act or applicable state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Notes or any other
securities described above and shall not constitute an offer,
solicitation or sale in any state or other jurisdiction in which
such offer, solicitation, or sale would be unlawful.
About Catalent
Catalent, Inc. (NYSE: CTLT), an S&P 500® Company, is the
leading global provider of development sciences and manufacturing
platforms for medicines, including biotherapeutics; cell and gene
therapies; and consumer health products. With almost 90 years
serving the industry, Catalent has proven expertise in bringing
more customer products to market faster, enhancing product
performance, and ensuring reliable global clinical and commercial
product supply. Catalent’s workforce exceeds 17,000 people,
including more than 2,500 scientists and technicians, at more than
50 facilities on four continents, and in fiscal year 2021, it
generated $4 billion in annual revenue. Catalent is headquartered
in Somerset, New Jersey. For more information, visit www.catalent.com.
Forward-Looking Statement Notice
This release contains both historical and forward-looking
statements, including statements regarding the Bettera Acquisition,
the Private Offering and plans, projections and estimates regarding
the use of proceeds from the Private Offering. All statements other
than statements of historical fact, are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements generally can be
identified because they relate to the topics set forth above or by
the use of statements that include phrases such as “believe,”
“expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,”
“foresee,” “likely,” “may,” “will,” “would,” or other words or
phrases with similar meanings. Similarly, statements that describe
Catalent’s objectives, plans, or goals are, or may be,
forward-looking statements. These statements are based on current
expectations of future events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual
results could vary materially from Catalent’s expectations and
projections. Some of the factors that could cause actual results to
differ include, but are not limited to, the following: the current
or future effects of the COVID-19 pandemic on Catalent’s or its
clients’ or suppliers’ businesses, participation in a highly
competitive market and increased competition may adversely affect
Catalent’s business; demand for Catalent’s offerings which depends
in part on Catalent’s customers’ research and development and the
clinical and market success of their products; product and other
liability risks that could adversely affect Catalent’s results of
operations, financial condition, liquidity, and cash flows; failure
to comply with existing and future regulatory requirements; failure
to provide quality offerings to customers could have an adverse
effect on Catalent’s business and subject it to regulatory actions
and costly litigation; problems providing the highly exacting and
complex services or support required; global economic, political,
and regulatory risks to the operations of Catalent; inability to
enhance existing or introduce new technology or service offerings
in a timely manner; inadequate patents, copyrights, trademarks, and
other forms of intellectual property protections; fluctuations in
the costs, availability, and suitability of the components of the
products Catalent manufactures, including active pharmaceutical
ingredients, excipients, purchased components, and raw materials;
changes in market access or healthcare reimbursement in the United
States or internationally; fluctuations in the exchange rate of the
U.S. dollar against other currencies; adverse tax legislative or
regulatory initiatives or challenges or adjustments to Catalent’s
tax positions; loss of key personnel; risks generally associated
with information systems; inability to complete any future
acquisition, including the Bettera Acquisition, or other
transaction that may complement or expand Catalent’s business or
divest of non-strategic businesses or assets and difficulties in
successfully integrating acquired businesses and realizing
anticipated benefits of such acquisitions; risks associated with
timely and successfully completing, and correctly anticipating the
future demand predicted for, capital expansion projects at
Catalent’s existing facilities; offerings and customers’ products
that may infringe on the intellectual property rights of third
parties; environmental, health, and safety laws and regulations,
which could increase costs and restrict operations; labor and
employment laws and regulations or labor difficulties, which could
increase costs or result in operational disruptions; additional
cash contributions required to fund Catalent’s existing pension
plans; substantial leverage resulting in the limited ability of
Catalent to raise additional capital to fund operations and react
to changes in the economy or in the industry; exposure to interest
rate risk to the extent of Catalent’s variable rate debt and
preventing Catalent from meeting its obligations under its
indebtedness. For a more detailed discussion of these and other
factors, see the information under the caption “Risk Factors” in
Catalent’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2021, filed August 30, 2021. All forward-looking
statements speak only as of the date of this release or as of the
date they are made, and Catalent does not undertake to update any
forward-looking statement as a result of new information or future
events or developments except to the extent required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210923005986/en/
Catalent, Inc. Investor Contact: Paul Surdez, 732-537-6325
investors@catalent.com
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