Catalent and Novo Holdings Fulfill All Regulatory Closing Conditions for Pending Transaction

Rhea-AI Summary

Catalent (NYSE: CTLT) and Novo Holdings have announced the fulfillment of all regulatory closing conditions for their pending transaction, with closure expected in the coming days. The transition will move Catalent to private ownership under Novo Holdings, a global life sciences investment firm.

Alessandro Maselli, Catalent's CEO, expressed optimism about the company's future, noting that Novo Holdings' support and additional resources will strengthen Catalent's position to drive innovation and enhance offerings for customers and patients. Jonathan Levy, Senior Partner at Novo Holdings, emphasized the transaction's expected benefits and their enthusiasm for partnering with Catalent to improve patient outcomes.

Positive

• Successful completion of all regulatory requirements for privatization
• Access to additional resources through Novo Holdings' backing
• Strategic positioning for enhanced innovation and service offerings

Negative

• Delisting from NYSE following privatization

Insights

Financial Analyst

The imminent closure of Novo Holdings' 16.5 billion acquisition of Catalent marks a significant milestone in the CDMO sector. This transition to private ownership under Novo Holdings will strengthen Catalent's financial position and operational capabilities. The deal's completion will provide Catalent with enhanced access to capital and strategic resources, potentially accelerating its growth initiatives and technological investments. For current shareholders, the transaction offers a premium valuation at 63.50 per share in cash. The strategic rationale behind this acquisition aligns with broader industry trends of consolidation in the pharmaceutical services sector, particularly as demand for advanced manufacturing capabilities continues to grow.

Market Research Analyst

This regulatory clearance represents the final hurdle before Catalent's privatization, signaling a transformative shift in the CDMO landscape. The acquisition strengthens Novo Holdings' position in the pharmaceutical manufacturing space and could potentially create synergies with their existing portfolio companies. The transaction reflects the growing strategic importance of CDMOs in the pharmaceutical value chain and the increasing interest from private equity in this sector. For the broader CDMO market, this deal could trigger further consolidation as competitors seek to maintain their competitive edge. The privatization could enable Catalent to make longer-term strategic investments without the pressures of quarterly earnings expectations.

Transaction Expected to Close in the Coming Days

SOMERSET, N.J. & COPENHAGEN, Denmark--(BUSINESS WIRE)-- 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 companies have fulfilled all regulatory closing conditions for their pending transaction. The companies now expect to close the transaction in the coming days.

“Today represents an important step in our transition to private ownership under Novo Holdings, a leading life sciences investment firm,” said Alessandro Maselli, President and Chief Executive Officer of Catalent. “As we approach transaction close, I want to thank the Catalent team for all their hard work and share my excitement for our company’s bright future. With the support of Novo Holdings and access to additional resources, Catalent will be well-positioned to drive innovation and enhance offerings for the benefit of customers and the patients they serve, ultimately accelerating our strategy to create value for stakeholders.”

“We are pleased to have achieved this latest milestone, which we believe reflects the significant benefits the proposed transaction is expected to deliver,” said Jonathan Levy, Senior Partner, Novo Holdings. “As we near close, we are enthusiastic about partnering with and supporting the Catalent team in its mission to drive innovation in the healthcare system and improve patient outcomes.”

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 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

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.

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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241213700784/en/

Catalent

Investor:

Paul Surdez

+1 (732) 537-6325

investors@catalent.com



Media:

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

Source: Catalent, Inc.

FAQ

When will Catalent (CTLT) complete its transaction with Novo Holdings?

The transaction is expected to close in the coming days, as all regulatory closing conditions have been fulfilled.

What changes will Catalent (CTLT) undergo after the Novo Holdings acquisition?

Catalent will transition from a public company to private ownership under Novo Holdings, gaining access to additional resources to enhance innovation and customer offerings.

How will the Novo Holdings acquisition affect Catalent's (CTLT) business strategy?

The acquisition is expected to strengthen Catalent's ability to drive innovation, enhance offerings for customers, and accelerate its strategy to create stakeholder value.

What are the expected benefits of Catalent's (CTLT) privatization by Novo Holdings?

The transaction is expected to provide Catalent with additional resources, enhance its ability to serve customers and patients, and strengthen its position in healthcare innovation.