Novo Nordisk to acquire three fill-finish sites from Novo Holdings A/S in connection with the Catalent, Inc. transaction
05 Februar 2024 - 12:04PM
Novo Nordisk to acquire three fill-finish sites from Novo Holdings
A/S in connection with the Catalent, Inc. transaction
Bagsværd, Denmark, 5 February 2024 – Novo
Nordisk today announced that the company has agreed to acquire
three fill-finish sites from Novo Holdings A/S (Novo Holdings) in
connection with a transaction where Novo Holdings has agreed to
acquire Catalent, Inc. (Catalent), a global contract development
and manufacturing organisation headquartered in Somerset, New
Jersey (US). Novo Nordisk and Catalent have a long-standing
collaboration.
The acquisition of the filling sites is aligned with Novo
Nordisk’s strategy of reaching more people living with diabetes and
obesity with current and future treatments. It enables an expansion
of the manufacturing capacity at scale and speed while providing
future optionality and flexibility for Novo Nordisk’s existing
supply network. The acquisition is expected to gradually increase
Novo Nordisk's filling capacity from 2026 and onwards.
The three manufacturing sites are specialised in the sterile
filling of drugs and located in Anagni (Italy), Brussels (Belgium)
and Bloomington (Indiana, US). The three sites employ more than
3,000 people and all have ongoing collaborations with Novo
Nordisk.
Under the terms of the agreement, Novo Nordisk will acquire the
three manufacturing sites for an upfront payment of 11 billion
USD.
“We are very pleased with the agreement to acquire the three
Catalent manufacturing sites which will enable us to serve
significantly more people living with diabetes and obesity in the
future,“ said Lars Fruergaard Jørgensen, president and chief
executive officer at Novo Nordisk. “The acquisition complements the
significant investments we are already doing in active
pharmaceutical ingredients facilities, and the sites will provide
strategic flexibility to our existing supply network.”
Contingent on the timing of closing, the acquisition is expected
to have a low single-digit negative impact on operating profit
growth in both 2024 and 2025. As the acquisition will be mainly
debt-financed, the communicated share buyback programme of DKK 20
billion is not impacted.
About the acquisitionNovo Nordisk has agreed to
acquire the three sites from a subsidiary of Novo Holdings, as part
of a transaction where the subsidiary of Novo Holdings has agreed
to acquire Catalent (NYSE: CTLT) through a merger.
The acquisition will be completed as soon as possible after the
merger of Catalent and the Novo Holdings subsidiary, which is
expected to occur towards the end of 2024 upon satisfaction of
various customary closing conditions including approvals by
Catalent shareholders and regulatory authorities. Until the closing
of the acquisition, Catalent will continue to operate independently
and separately from Novo Holdings and Novo Nordisk. After closing,
Novo Nordisk will honour all customer obligations at the three
Catalent sites that Novo Nordisk is acquiring.
The upfront payment of 11 billion USD comprises enterprise value
for the sites implied in Novo Holdings’ acquisition of Catalent
plus additional value for certain corporate assets and liabilities
attributable to the acquired business. The upfront payment is
subject to adjustment for transaction expenses and changes in
certain net debt items until closing.
As part of the acquisition, Novo Nordisk has provided financial
commitments to Novo Holdings for amounts corresponding to the
acquisition price for the three sites as well as undertakings
regarding the regulatory approval process. The acquisition of the
three sites will take place with no rights of recourse against Novo
Holdings’ subsidiary reflecting the terms of the Catalent merger.
After completion of the acquisition, the parties will provide
mutual transition services on customary terms and conditions.
Novo Nordisk and Novo Holdings are closely related parties. Novo
Nordisk’s Board of Directors has approved the acquisition, finding
it to be in the best interest of Novo Nordisk and its shareholders.
An independent financial advisor to Novo Nordisk, Evercore, has
provided a fairness opinion to the Board of Directors, concluding
that the consideration for the three manufacturing sites is fair
from a financial point of view.
About Catalent Catalent is a global Contract
Development and Manufacturing Organisation (CDMO) headquartered in
Somerset, New Jersey in the US. The company has over 50 global
sites and employs more than 18,000 people including 3,000
scientists and technicians.
About Novo Holdings A/SNovo 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 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
Seeds, Venture, Growth, and Principal Investments teams, Novo
Holdings invests in life science companies at all stages of
development.
About Novo Nordisk Novo Nordisk is a leading
global healthcare company, founded in 1923 and headquartered in
Denmark. Our purpose is to drive change to defeat serious chronic
diseases, built upon our heritage in diabetes. We do so by
pioneering scientific breakthroughs, expanding access to our
medicines, and working to prevent and ultimately cure disease. Novo
Nordisk employs about 63,400 people in 80 countries and markets its
products in around 170 countries. Novo Nordisk's B shares are
listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the
New York Stock Exchange (NVO). For more information, visit
novonordisk.com, Facebook, Instagram, X, LinkedIn and YouTube.
Contacts for further information
Media: |
|
Ambre
James-Brown +45 3079 9289abmo@novonordisk.com |
Elizabeth
DeLuca (US)+1 609 580 9868edel@novonordisk.com |
Investors: |
|
Daniel
Muusmann Bohsen+45 3075 2175 dabo@novonordisk.com |
Jacob
Martin Wiborg Rode+45 3075 5956jrde@novonordisk.com |
David
Heiberg Landsted +45 3077 6915 dhel@novonordisk.com |
Mark
Joseph Root (US) +1 848 213 3219mjhr@novonordisk.com |
Sina
Meyer +45 3079 6656azey@novonordisk.com |
Frederik
Taylor Pitter +45 3075 8259fptr@novonordisk.com |
Company announcement No 09 / 2024
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