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 pricing of
an underwritten public offering (the “Offering”) of 6,395,000 shares of
its common stock at a price to the public of $39.10 per share. In
connection with the Offering, Catalent has granted the underwriters an
option for 30 days to purchase up to an additional 959,250 shares of its
common stock sold at the public offering price, less the underwriting
discount. Subject to customary closing conditions, the Offering is
expected to settle and close on or about September 29, 2017.
The net proceeds from the Offering will be approximately $242.2 million
after estimated underwriting discounts and commissions payable by
Catalent, assuming no exercise by the underwriters of their option.
Catalent intends to use the net proceeds of the Offering to fund, in
part, the purchase price of the previously announced pending acquisition
(the “Acquisition”) of Cook Pharmica LLC (“Cook Pharmica”). Catalent
expects to fund the balance of the purchase price and pay related fees
and expenses with the net proceeds from a senior unsecured notes
offering (and to the extent all or a portion of the net proceeds from
the Offering and/or the notes offering are not available, a senior
unsecured bridge loan facility), as well as cash on hand. The Offering
is not contingent on the closing of the Acquisition or any debt
financing. If for any reason the Acquisition does not close, Catalent
intends to use the net proceeds from the Offering for general corporate
purposes.
Morgan Stanley, J.P. Morgan, RBC Capital Markets and BofA Merrill Lynch
are acting as underwriters for the Offering.
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 or any other
security of Catalent 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 is being made pursuant to an effective shelf registration
statement, including a base prospectus, that has been filed with the
Securities and Exchange Commission (the “SEC”) on June 6, 2016 and is
available on the SEC website. A preliminary prospectus supplement and
the accompanying base prospectus related to the Offering have been filed
with the SEC on September 25, 2017 and are available on the SEC website.
Copies of these documents may be obtained from Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, New York 10014; J.P. Morgan Securities LLC, 383 Madison Avenue,
New York, NY 10179, telephone: 212-834-4533; RBC Capital Markets, LLC,
Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY
10281, Attention: Syndicate Operations, toll-free: (877) 822-4089,
email: [email protected];
and BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd
Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: [email protected].
The registration statement is available on the SEC’s website at www.sec.gov
under Catalent’s name.
FORWARD-LOOKING STATEMENTS
This release contains both historical and forward-looking statements,
including concerning the closing of the agreement to purchase Cook
Pharmica and the financing that Catalent intends to obtain to finance
the initial purchase price. 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
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: antitrust or other regulatory actions that may delay or
interfere with the closing of the acquisition or result in other changes
to Catalent’s business; other unanticipated events that may prevent a
closing of the acquisition or may make it more difficult to realize the
anticipated benefits of the transaction; inability to complete the
anticipated financing on the anticipated terms, or at all; participation
in a highly competitive market and increased competition may adversely
affect the business of Catalent or of Cook Pharmica; demand for
Catalent’s or Cook Pharmica’s offerings which depends in part on their
customers’ research and development and the clinical and market success
of their products; product and other liability risks that could
adversely affect the results of operations, financial condition,
liquidity, and cash flows of Catalent or Cook Pharmica; failure to
comply with existing and future regulatory requirements; failure to
provide quality offerings to customers could have an adverse effect on
the 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 and Cook Pharmica; 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
and Cook Pharmica manufacture, 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 and other foreign currencies including as a result of the recent
U.K. referendum to exit from the European Union; adverse tax legislation
initiatives or challenges to Catalent’s tax positions; loss of key
personnel; risks generally associated with information systems;
inability to complete any future acquisitions and other transactions
that may complement or expand the business of Catalent or divest of
non-strategic businesses or assets and Catalent’s ability to
successfully integrate acquired business and realize anticipated
benefits of such acquisitions; 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; 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 preliminary prospectus
supplement filed September 25, 2017 with the SEC and Catalent’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2017, filed
August 28, 2017 with the SEC. 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.
Investors:
Catalent, Inc.
Thomas Castellano, 732-537-6325
[email protected]