$133 Million Deal Adds European Early Development Center of Excellence to Global Network
Catalent, Inc. (NYSE: CTLT), the leading global provider of advanced
delivery technologies and development solutions for drugs, biologics and
consumer health products, today announced that it has agreed to acquire
Juniper Pharmaceuticals, Inc. (NASDAQ: JNP), including its
Nottingham, U.K.-based Juniper Pharma Services division. When combined
with Catalent’s existing industry-leading drug development and
manufacturing capabilities in the U.S. and Europe, the acquisition of
Juniper will expand and strengthen Catalent’s offerings in formulation
development, bioavailability solutions and clinical-scale oral dose
manufacturing, and will complement its integrated global clinical and
commercial supply network.
“Juniper’s proven solutions and capabilities will further support
Catalent’s strategic goal to be the most comprehensive partner for
pharmaceutical innovators,” commented Jonathan Arnold, President of
Catalent Oral Drug Delivery. “Juniper’s scientific expertise in
early-phase product development and supply will help our customers
unlock the full potential of their molecules and provide better
treatments to patients, faster.”
Juniper’s nearly 150 employees have deep scientific expertise in
formulation development, and supply, and will augment Catalent’s current
portfolio of solid-state screening, preformulation, formulation,
analytical, and bioavailability enhancement solutions, including
development of spray-dried dispersions, with integrated development,
analytical, and clinical manufacturing co-located in its Nottingham
facility.
Catalent will continue to support Juniper’s CRINONE®
(progesterone gel) franchise marketed by Merck KGaA outside of the U.S.
Juniper’s Intravaginal Ring development pipeline was previously licensed
to Daré Bioscience, and Catalent will not be involved in the further
development of this program. The acquisition of Juniper is subject to
certain customary closing conditions, including that a majority of
Juniper’s shares are tendered into the offer, and is expected to close
in the first quarter of Catalent’s 2019 fiscal year, which began on July
1, 2018.
Like Catalent, Juniper has expertise in solid-state and preclinical
formulation screening for lead-candidate selection, phase-appropriate
dose-form development, and superior technologies for challenging
molecules, which will strengthen and expand on Catalent’s OptiForm®
Solution Suite platform. Juniper provides bioavailability enhancement
solutions for the development of poorly soluble compounds, including
nano-milling, spray drying, hot-melt extrusion, lipid-based drug
delivery, and cGMP clinical manufacturing, including specialized
facilities and controls for potent and controlled substances.
In 2016, Catalent purchased Pharmatek Laboratories, Inc. and has
invested in its San Diego facility to create a center of excellence for
early drug development on the U.S. West Coast. Earlier this year,
Catalent announced that it would invest in its Somerset, New Jersey
facility to create a similarly focused center of excellence on America’s
East Coast. Juniper will now provide similar capabilities in the U.K.
and will complement Catalent’s multi-site oral manufacturing network to
provide pharmaceutical innovators with a comprehensive solution to
accelerate their drug development processes.
The Acquisition
Under its acquisition agreement with Juniper, a subsidiary of Catalent
will promptly commence a tender offer to purchase all of Juniper’s
shares for a price of $11.50, net to the seller in cash. Following the
conclusion of the tender offer, Catalent intends to complete the
transaction by acquiring the remainder of the Juniper shares at the same
price through a merger with a newly formed wholly owned subsidiary of
Catalent.
Important Information
In connection with the proposed acquisition, a subsidiary of Catalent
will commence a tender offer for all of Juniper’s shares. The tender
offer has not yet commenced. This communication is for informational
purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell shares of Juniper, nor is it a substitute for the
tender offer materials that Catalent and its acquisition subsidiary will
file with the Securities and Exchange Commission (the “SEC”) upon
commencement of the tender offer. At the time the tender offer is
commenced, Catalent and its acquisition subsidiary will file tender
offer materials on Schedule TO with the SEC, and Juniper will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT
WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
CONSIDERED BY JUNIPER’S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. Both the tender offer statement and the
solicitation/recommendation statement will be made available to
Juniper’s stockholders free of charge. A free copy of the tender offer
statement and the solicitation/recommendation statement will also be
made available to all stockholders of Juniper by contacting Juniper by
telephone at +1 (617) 639-1500. In addition, the tender offer statement
and the solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s website, www.sec.gov,
upon filing with the SEC. JUNIPER’S STOCKHOLDERS ARE ADVISED TO READ THE
SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENT FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION
WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
About Juniper Pharmaceuticals
Juniper Pharmaceuticals, Inc.'s core businesses include Juniper Pharma
Services, which provides high-end fee-for-service pharmaceutical
development and clinical trials manufacturing to clients, and its
contract with Merck KGaA to supply CRINONE® (progesterone
gel) outside of the United States. Please visit www.juniperpharma.com
for more information.
Juniper Pharmaceuticals™ is a trademark of Juniper Pharmaceuticals,
Inc., in the U.S. and the E.U.
CRINONE® is a registered trademark of Merck KGaA, Darmstadt,
Germany, outside the U.S. and of Allergan plc in the U.S.
About Catalent
Catalent is the leading global provider of advanced delivery
technologies and development solutions for drugs, biologics and consumer
health products. With over 80 years serving the industry, Catalent has
proven expertise in bringing more customer products to market faster,
enhancing product performance and ensuring reliable clinical and
commercial product supply. Catalent employs approximately 11,000 people,
including over 1,400 scientists, at more than 30 facilities across five
continents, and in fiscal 2017 generated over $2 billion in annual
revenue. Catalent is headquartered in Somerset, New Jersey. For more
information, visit www.catalent.com
More products. Better treatments. Reliably supplied.™
Cautionary Note Concerning Forward-Looking Statements
This release contains both historical and forward-looking statements,
including concerning the tender offer for and merger with Juniper. 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: 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; participation in a highly competitive
market and increased competition may adversely affect the business of
Catalent or of Juniper; demand for Catalent’s or Juniper’s offerings
which depends in part on their customers’ research and development and
the clinical success of their products; 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 Juniper; 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; 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 acquisition or 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 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.
Media:
Catalent, Inc.
Chris Halling, +44 (0) 7580 41073
Chris.halling@catalent.com
or
NEPR
Richard Kerns, +44 (0) 161 728 5880
richard@nepr.eu
or
Investors:
Catalent, Inc.
Thomas Castellano, 732-537-6325
investors@catalent.com