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

Rhea-AI Summary

Catalent (NYSE: CTLT) and Novo Holdings have received unconditional approval from the European Commission for their pending acquisition transaction. The deal, which will see Novo Holdings acquire Catalent, is expected to close towards the end of 2024, subject to remaining regulatory clearances and customary closing conditions.

Alessandro Maselli, Catalent's CEO, expressed optimism about the company's future as a private entity under Novo Holdings' support. Jonathan Levy, Senior Partner at Novo Holdings, emphasized their commitment to supporting Catalent's continued value creation for stakeholders and improved outcomes for customers and patients.

Positive

• Received unconditional European Commission approval for the acquisition
• Transaction progressing towards completion as planned
• Company will benefit from private ownership structure

Negative

• Extended timeline for deal completion (end of 2024)
• Transaction still subject to additional regulatory clearances

Insights

Legal Expert

The European Commission's unconditional approval marks a important regulatory milestone for Novo Holdings' acquisition of Catalent. This clearance, without any conditions or remedies required, suggests the deal raises no significant competition concerns in the European Economic Area. However, the transaction still requires additional regulatory approvals before completion, expected by late 2024. The transition from public to private ownership under Novo Holdings could potentially streamline decision-making processes and provide more flexibility in long-term strategic planning. The involvement of multiple prestigious law firms (Skadden, Jones Day, Goodwin Procter, Linklaters, Arnold & Porter and Davis Polk) indicates the complex regulatory and legal framework surrounding this major life sciences transaction.

Financial Analyst

This $11.25B market cap transaction represents a significant shift in Catalent's corporate structure. The unconditional EC approval removes a major regulatory hurdle and increases the likelihood of deal completion. Catalent's transition to private ownership under Novo Holdings could provide enhanced financial flexibility and long-term strategic focus, free from quarterly public market pressures. The engagement of top-tier financial advisors (Citi, J.P. Morgan and Morgan Stanley) underscores the deal's complexity and magnitude. The expected closing timeline towards the end of 2024 allows for thorough completion of remaining regulatory requirements while maintaining operational stability. This development should provide confidence to shareholders about the transaction's progression.

Transaction Expected to Close Towards the End of Calendar Year 2024

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 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241206387579/en/

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

Source: Catalent, Inc.

FAQ

When did Catalent (CTLT) receive European Commission approval for the Novo Holdings acquisition?

Catalent received unconditional European Commission approval for the Novo Holdings acquisition as announced in the press release, marking a significant milestone in the transaction process.

When is the Catalent (CTLT) and Novo Holdings transaction expected to close?

The transaction between Catalent and Novo Holdings is expected to close towards the end of calendar year 2024, subject to remaining regulatory clearances and customary closing conditions.

What regulatory approvals does Catalent (CTLT) still need for the Novo Holdings acquisition?

While the European Commission has granted approval, the transaction still requires additional unspecified regulatory clearances and satisfaction of customary closing conditions.