Catalent, Inc. (“Catalent”) (NYSE: CTLT), the leading global provider of
advanced delivery technologies and development solutions for drugs,
biologics and consumer health products, today announced the launch of a
secondary public offering of its common stock. Certain stockholders of
Catalent (the “Selling Stockholders”) are offering for sale to the
public 20 million shares of Catalent’s common stock owned by them. The
Selling Stockholders will grant to the underwriters of the secondary
offering an option to purchase up to 3 million additional shares of
common stock. Catalent is not offering any stock in this transaction and
will not receive any proceeds from the sale of the shares by the Selling
Stockholders.
Morgan Stanley, J.P. Morgan, BofA Merrill Lynch, Goldman, Sachs & Co.,
Jefferies and Deutsche Bank Securities are acting as joint bookrunning
managers for the offering. Blackstone Capital Markets, Piper Jaffray,
Raymond James, Wells Fargo Securities, William Blair and Evercore ISI
are acting as co-managers for the offering.
A registration statement relating to the Catalent shares being offered
by the Selling Stockholders has been filed with the U.S. Securities and
Exchange Commission (“SEC”), but has not yet become effective. The
Selling Stockholders’ shares may not be sold, nor may offers to buy be
accepted, prior to the time the registration statement becomes effective.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of such shares of common stock in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The offering of the shares of common stock will be made only by means of
a prospectus, copies of which may be obtained from Morgan Stanley & Co.
LLC, Attention: Prospectus Department., 180 Varick Street, 2nd Floor,
New York, NY 10014; or from J.P. Morgan, Attention: Prospectus
Department c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY, 11717 or via telephone: +1 (866) 803-9204. The
registration statement is available on the SEC’s website at www.sec.gov
under the registrant’s name.
FORWARD-LOOKING STATEMENTS
This press release contains 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. You can
identify these forward-looking statements by the use of words such as
“outlook,” “believes,” “expects,” “potential,” “continues,” “may,”
“will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,”
“plans,” “estimates,” “anticipates” or the negative version of these
words or other comparable words and include all discussions of the
contemplated secondary public offering. Such forward-looking statements
are subject to various risks and uncertainties, including (a) any
decision by the Selling Stockholders or the underwriters not to proceed
with the proposed secondary offering, (b) market conditions making the
secondary offering unattractive to potential purchasers of the offered
shares of common stock, and (c) those risks and uncertainties described
under the section entitled “Part I —Item 1A. Risk Factors” of Catalent’s
Annual Report on Form 10-K for the fiscal year ended June 30, 2014,
filed with the SEC, as such factors may be updated from time to time in
Catalent’s periodic filings with the SEC, which are accessible on the
SEC’s website at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in Catalent’s filings with the SEC. Catalent
undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by law.
Investor Contact:
Catalent, Inc.
Thomas Castellano
or
Bertner Advisors, LLC
Jeremy Feffer, 732-537-6325
investors@catalent.com