Form 8-K - Current report

CATALENT, INC.

Date: December 6, 2024

/s/ JOSEPH FERRARO

Joseph A. Ferraro

Senior Vice President, General Counsel, Chief Compliance Officer & Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 6, 2024 (December 6, 2024)

CATALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36587

20-8737688

(State or other jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification Number)

14 Schoolhouse Road, Somerset, New Jersey 08873

(Address of Registrant’s Principal Executive Offices) (Zip Code)

(732) 537-6200

(Registrant’s telephone number, including area code)

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

symbols(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

CTLT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 8.01

Other Events

Press Release

On December 6, 2024, Catalent, Inc. (“Catalent”) and Novo Holdings A/S (“Novo Holdings”) issued a joint press release announcing that the European Commission (EC) has granted unconditional approval for the pending transaction under which Novo Holdings will acquire Catalent. The transaction is expected to close towards the end of calendar year 2024, subject to the satisfaction of other customary closing conditions, including receipt of all requisite regulatory clearances.

A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Forward-Looking Statements

This Form 8-K, and any related oral statements, may include both historical and forward-looking statements and guidance. 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “predict,” “hope,” “foresee,” “likely,” “may,” “could,” “target,” “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, projections, and guidance. Some of the factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, the pending merger of Catalent with an affiliate of Novo Holdings (the “Merger”), the completion of the Merger on anticipated terms and timing, including obtaining antitrust and other regulatory approvals and clearances, the satisfaction of other conditions to the completion of the Merger, 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, the risk that disruptions from the Merger will harm Catalent’s relationships, and certain restrictions during the pendency of the Merger that may impact Catalent’s ability to pursue attractive business opportunities or strategic transactions.

These forward-looking statements speak only as of the date of this Form 8-K or 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K.


Exhibit No.		Description

99.1		Joint Press Release, dated December 6, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURE

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

Exhibit 99.1

Catalent and Novo Holdings Receive European Commission Unconditional Approval for Pending Transaction

Transaction Expected to Close Towards the End of Calendar Year 2024

SOMERSET, N.J. and COPENHAGEN, Denmark – December 6, 2024 – Catalent, Inc. (“Catalent,” NYSE: CTLT), a leader in enabling the development and supply of better treatments for patients worldwide, and Novo Holdings A/S (“Novo Holdings”), a global life sciences investment firm, today announced that the European Commission (EC) has granted unconditional approval for the pending transaction under which Novo Holdings will acquire Catalent.

“We are pleased to have received European Commission approval, which is a significant milestone toward completing our pending transaction with Novo Holdings,” said Alessandro Maselli, President and Chief Executive Officer of Catalent. “I am deeply grateful for the ongoing commitment and efforts of the Catalent team. There is tremendous positive momentum underway at Catalent, and I believe that our future is even brighter as a private company with the support of Novo Holdings.”

“With the European Commission’s approval, we are one step closer to delivering the benefits of this transaction,” said Jonathan Levy, Senior Partner, Novo Holdings. “We look forward to supporting Catalent in its next chapter as it continues to create value for stakeholders, ultimately delivering better outcomes for the Company’s customers and the patients they serve.”

The transaction is expected to close towards the end of calendar year 2024, subject to the satisfaction of other customary closing conditions, including receipt of all requisite regulatory clearances.

For additional information associated with the transaction, please visit transaction.catalent.com.

Advisors

Citi and J.P. Morgan served as financial advisors to Catalent. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to Catalent and Jones Day served as legal advisor to the Catalent Board of Directors. Morgan Stanley & Co. LLC served as financial advisor to Novo Holdings. Goodwin Procter LLP and Linklaters LLP served as legal advisors to Novo Holdings. Arnold & Porter Kaye Scholer LLP and Davis Polk & Wardwell LLP served as legal advisors to Novo Nordisk.

About Catalent, Inc.

Catalent, Inc. (NYSE: CTLT), 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 development programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply nearly 70 billion doses of nearly 8,000 products annually. Catalent’s expert workforce of approximately 17,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated approximately $4.4 billion in revenue in its 2024 fiscal year. For more information, visit www.catalent.com.

About Novo Holdings A/S

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 (formerly Novozymes 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 Seed, Venture, Growth, Asia, Planetary Health and Principal Investments teams, Novo Holdings invests in life science companies at all stages of development. As of year-end 2023, Novo Holdings had total assets of EUR 149 billion. www.novoholdings.dk

Forward-Looking Statements

This press release, and any related oral statements, may include both historical and forward-looking statements and guidance. 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “predict,” “hope,” “foresee,” “likely,” “may,” “could,” “target,” “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, projections, and guidance. Some of the factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, the pending merger of Catalent with an affiliate of Novo Holdings (the “Merger”), the completion of the Merger on anticipated terms and timing, including obtaining antitrust and other regulatory approvals and clearances, the satisfaction of other conditions to the completion of the Merger, 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, the risk that disruptions from the Merger will harm Catalent’s relationships, and certain restrictions during the pendency of the Merger that may impact Catalent’s ability to pursue attractive business opportunities or strategic transactions.

These forward-looking statements speak only as of the date of this press release or 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.

Catalent

Investor Contact:

Paul Surdez

+1 (732) 537-6325

investors@catalent.com

Media Contact:

Laura Hortas

+1 (609) 240-7025

media@catalent.com

Novo Holdings

(Global inquiries) Marie-Louise Jersin, Senior Communications Partner

(US inquiries) Dora Gonzalez, Public Relations Specialist

novoholdingsmedia@novo.dk

Document and Entity Information	Dec. 06, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001596783
Document Type	8-K
Document Period End Date	Dec. 06, 2024
Entity Registrant Name	CATALENT, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-36587
Entity Tax Identification Number	20-8737688
Entity Address, Address Line One	14 Schoolhouse Road
Entity Address, City or Town	Somerset
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08873
City Area Code	(732)
Local Phone Number	537-6200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CTLT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false