Catalent Stockholders to Receive $63.50 Per
Share in Cash, Representing a 47.5% Premium to the 60-day
Volume-Weighted Average Price as of February 2, 2024
Catalent, Inc. (NYSE: CTLT), a leader in enabling the
development and supply of better treatments for patients worldwide,
and Novo Holdings, a holding and investment company that is
responsible for managing the assets and wealth of the Novo Nordisk
Foundation, today announced that they have entered into a merger
agreement under which Novo Holdings will acquire Catalent in an
all-cash transaction that values Catalent at $16.5 billion on an
enterprise value basis.
Transaction Overview
- Novo Holdings will acquire all outstanding shares of Catalent
for $63.50 per share in cash. The purchase price represents a
premium of 16.5% to the closing price of Catalent’s common stock as
of February 2, 2024, the last trading day prior to this
announcement, and a 47.5% premium to the 60-day volume-weighted
average price as of February 2, 2024.
- In addition, the purchase price represents a premium of 39.1%
to the closing price of Catalent’s common stock on August 28, 2023,
the last trading day prior to Catalent’s announcement that its
Board of Directors formed a Strategic and Operational Review
Committee to conduct a review of Catalent’s business, strategy and
operations, as well as Catalent’s capital-allocation priorities
with a view towards maximizing value for all Catalent
stockholders.
- Of Catalent’s more than 50 global sites, Novo Holdings intends
to sell three Catalent fill-finish sites and related assets
acquired in the merger to Novo Nordisk (CPH: NOVO), in which Novo
Holdings has a controlling interest, shortly after the closing of
the merger. These three sites are located in Anagni, Italy;
Bloomington, Indiana, USA; and Brussels, Belgium.
- This transaction is aligned with Novo Holdings’ strategy of
investing in established life science companies with strong
long-term potential.
Alessandro Maselli, President and Chief Executive Officer of
Catalent, said: “Over the past several years, Catalent has built a
comprehensive end-to-end offering of services and capabilities to
drive innovation in the healthcare system and improve patient
outcomes. This transaction is a testament to our team’s hard work
and dedication to this mission, and I am incredibly excited for
this next step in our journey. We look forward to benefiting from
Novo Holdings’ significant resources to accelerate investment in
our business and enhance key offerings as we continue to offer
premium development and manufacturing solutions for pharma and
biotech customers.”
John Greisch, Executive Chair of the Catalent Board and Chair of
the Strategic and Operational Review Committee, said: “This
transaction delivers significant, certain and premium value to our
stockholders. Novo Holdings believes in our vision and will provide
Catalent with a strong foundation as we continue developing,
manufacturing and supplying top products.”
Novo Holdings has a proven track record of successfully
investing in the life sciences sector. Importantly, Novo Holdings’
purpose is to improve people’s health and the sustainability of
society and the planet by generating attractive long-term returns
on the assets of the Novo Nordisk Foundation.
Kasim Kutay, CEO of Novo Holdings, said: “We are excited to
partner with Catalent as it enters a new phase of growth and
accelerates its mission to develop, manufacture and supply products
that help people live better and healthier lives. With our
expertise and track record of investing in high quality life
sciences businesses, we believe Catalent is a very good strategic
fit. We are excited to support the Company’s stakeholders in the
years ahead, especially employees and customers as they work to
develop new products to benefit patients. As engaged investors
committed to productive relationships with all our partners, we
look forward to working with the Catalent team to realise the
Company’s full potential.
Importantly, our acquisition of Catalent is aligned with our
mandate to invest in high quality life sciences companies for the
benefit of the Novo Nordisk Foundation’s mission and philanthropic
causes.”
Marc Steinberg, Partner at Elliott Investment Management L.P.,
said: “As a significant investor in Catalent, Elliott fully
supports the transaction announced today. We believe that this
transaction, which is the culmination of a process led by the
Strategic and Operational Review Committee of the Catalent Board,
clearly maximizes value for Catalent stockholders. We commend
Catalent’s Board and management team for delivering this
outstanding outcome.”
Transaction Details
The merger is expected to close towards the end of calendar year
2024, subject to customary closing conditions, including approval
by Catalent stockholders and receipt of required regulatory
approvals. The transaction is not subject to any financing
contingency.
Following an evaluation of possible value-maximizing
alternatives, the Catalent Board unanimously determined that the
transaction with Novo Holdings, which delivers a premium and
certain cash value, is in the best interest of Catalent.
Accordingly, the Catalent Board unanimously recommends that
Catalent stockholders vote in favor of the merger.
In addition, Elliott Investment Management L.P. and certain of
its affiliates have entered into a support agreement pursuant to
which they have agreed to vote their shares of Catalent common
stock in favor of the merger.
Following the closing of the merger, shares of Catalent will no
longer trade on the New York Stock Exchange and Catalent will
become a private company.
Second Quarter 2024 Financial Results
Catalent’s second quarter 2024 earnings results are expected to
be issued on February 9, 2024. In light of the announced
transaction, Catalent will not host an earnings conference call.
Catalent’s second quarter 2024 earnings press release will be
available on its investor relations website at
http://investor.catalent.com.
Advisors
Citi and J.P. Morgan are acting as financial advisors to
Catalent. Skadden, Arps, Slate, Meagher & Flom LLP is serving
as legal advisor to Catalent and Jones Day is serving as legal
advisor to the Catalent Board of Directors. Morgan Stanley is
acting as financial advisor to Novo Holdings and Goodwin Procter
LLP is serving as legal advisor to Novo Holdings.
About Novo Holdings
Novo Holdings is a holding and investment company that is
responsible for managing the assets and the wealth of the Novo
Nordisk Foundation. The purpose of Novo Holdings is to improve
people’s health and the sustainability of society and the planet by
generating attractive long-term returns on the assets of the Novo
Nordisk Foundation.
Wholly owned by the Novo Nordisk Foundation, Novo Holdings is
the controlling shareholder of Novo Nordisk A/S and Novonesis A/S
and manages an investment portfolio with a long-term return
perspective. In addition to managing a broad portfolio of equities,
bonds, real estate, infrastructure and private equity assets, Novo
Holdings is a world-leading life sciences investor. Through its
Seeds, Venture, Growth, and Principal Investments teams, Novo
Holdings invests in life science companies at all stages of
development.
As of year-end 2022, Novo Holdings had total assets of EUR 108
billion. www.novoholdings.dk
About the Novo Nordisk Foundation
Established in Denmark in 1924, the Novo Nordisk Foundation is
an enterprise foundation with philanthropic objectives. The vision
of the Foundation is to improve people’s health and the
sustainability of society and the planet. The Foundation’s mission
is to progress research and innovation in the prevention and
treatment of cardiometabolic and infectious diseases as well as to
advance knowledge and solutions to support a green transformation
of society. www.novonordiskfonden.dk/en
About Catalent
Catalent, Inc. is a global leader in enabling pharma, biotech,
and consumer health partners to optimize product development,
launch, and full life-cycle supply for patients around the world.
With broad and deep scale and expertise in development sciences,
delivery technologies, and multi-modality manufacturing, Catalent
is a preferred industry partner for personalized medicines,
consumer health brand extensions, and blockbuster drugs. Catalent
helps accelerate over 1,500 partner programs and launch over 150
new products every year. Its flexible manufacturing platforms at
over 50 global sites supply approximately 70 billion doses of
nearly 8,000 products annually. Catalent’s expert workforce of
nearly 18,000 includes more than 3,000 scientists and technicians.
Headquartered in Somerset, New Jersey, the company generated nearly
$4.3 billion in revenue in its 2023 fiscal year.
Forward-Looking
Statements
This press release, and any related oral statements, may include
“forward-looking statements” within the meaning of, and subject to
the safe harbor created by, the federal securities laws, including
statements related to the proposed merger of Catalent with an
entity controlled by Novo Holdings, including financial estimates
and statements as to the expected timing, completion and effects of
the merger. These forward-looking statements are based on
Catalent’s current expectations, estimates and projections
regarding, among other things, the expected date of closing of the
merger and the potential benefits thereof, its business and
industry, management’s beliefs and certain assumptions made by
Catalent, all of which are subject to change. Forward-looking
statements often contain words such as “expect,” “anticipate,”
“intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,”
“will,” “may,” “would,” “might,” “considered,” “potential,”
“estimate,” “continue,” “likely,” “expect,” “target,” “project,” or
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. By their nature, forward-looking statements address
matters that involve risks and uncertainties because they relate to
events and depend upon future circumstances that may or may not
occur, such as the closing of the merger and the anticipated
benefits thereof. These and other forward-looking statements, as
well as any related oral statements, are not guarantees of future
results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors
that may cause such a difference include, but are not limited to:
(i) the completion of the merger on anticipated terms and timing,
including obtaining required stockholder and regulatory approvals,
and the satisfaction of other conditions to the completion of the
merger; (ii) potential litigation relating to the merger that could
be instituted by or against Catalent, Novo Holdings or their
respective affiliates, directors or officers, including the effects
of any outcomes related thereto; (iii) the risk that disruptions
from the merger will harm Catalent’s business, including current
plans and operations; (iv) the ability of Catalent to retain and
hire key personnel; (v) potential adverse reactions or changes to
business or governmental relationships resulting from the
announcement or completion of the merger; (vi) continued
availability of capital and financing and rating agency actions;
(vii) legislative, regulatory and economic developments affecting
Catalent’s business; (viii) general economic and market
developments and conditions; (ix) certain restrictions during the
pendency of the merger that may impact Catalent’s ability to pursue
certain business opportunities or strategic transactions; (x)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, pandemics, outbreaks of war or
hostilities, as well as Catalent’s response to any of the
aforementioned factors; (xi) significant transaction costs
associated with the merger; (xii) the possibility that the merger
may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (xiii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the merger, including in circumstances requiring
Catalent to pay a termination fee or other expenses; (xiv)
competitive responses to the merger; (xv) Catalent’s management
response to any of the aforementioned factors; (xvi) the risks and
uncertainties pertaining to Catalent’s business, including those
set forth in Catalent’s most recent Annual Report on Form 10-K and
Catalent’s subsequent Quarterly Reports on Form 10-Q, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed or furnished by Catalent with the SEC;
and (xvii) the risks and uncertainties that will be described in
the proxy statement available from the sources indicated above.
These risks, as well as other risks associated with the merger,
will be more fully discussed in the proxy statement. While the list
of factors presented here is, and the list of factors to be
presented in the proxy statement will be, considered
representative, no such list should be considered a complete
statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the
realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material impact on Catalent’s financial condition, results
of operations, credit rating or liquidity. These forward-looking
statements speak only as of the date they are made, and Catalent
does not undertake to and specifically disclaims any obligation to
publicly release the results of any updates or revisions to these
forward-looking statements that may be made to reflect future
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
Important Additional Information and
Where to Find It
In connection with the proposed merger between Catalent and Novo
Holdings, Catalent will file with the Securities and Exchange
Commission (“SEC”) a proxy statement, the definitive version of
which will be sent or provided to Catalent stockholders. Catalent
may also file other documents with the SEC regarding the proposed
merger. This document is not a substitute for the proxy statement
or any other document which Catalent may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER AND RELATED MATTERS. Investors and security holders may
obtain free copies of the proxy statement (when it is available)
and other documents that are filed or will be filed with the SEC by
Catalent through the website maintained by the SEC at www.sec.gov,
Catalent’s website at www.catalent.com or by contacting Catalent’s
Investor Relations Team at:
Catalent, Inc., Investor Relations investors@catalent.com (732)
537-6325
Participants in the
Solicitation
Catalent and certain of its directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from Catalent’s stockholders in connection
with the proposed merger. Additional information regarding the
identity of the participants, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement and other materials to be
filed with the SEC in connection with the proposed merger (if and
when they become available). Information relating to the foregoing
can also be found in Catalent’s proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on December
15, 2023 (the “Annual Meeting Proxy Statement”). To the extent
holdings of securities by potential participants (or the identity
of such participants) have changed since the information printed in
the Annual Meeting Proxy Statement, such information has been or
will be reflected on Catalent’s Statements of Change in Ownership
on Forms 3 and 4 filed with the SEC. You may obtain free copies of
these documents using the sources indicated above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240204431488/en/
Novo Holdings For global media inquiries, please contact:
Senior Communications Partner Marie-Louise Jersin maj@novo.dk
Phone: +45 30494957
For US media inquiries, please contact: Communications
Specialist Dora González dopg@novo.dk Phone: +1 617 922 5027
Catalent Investor Contact: Paul Surdez +1 (732)
537-6325 investors@catalent.com
Media Contact: Laura Hortas +1(609) 240-7025
media@catalent.com
Catalent (NYSE:CTLT)
過去 株価チャート
から 11 2024 まで 12 2024
Catalent (NYSE:CTLT)
過去 株価チャート
から 12 2023 まで 12 2024
