Catalent, Inc. Announces Pricing of Public Offering of Common Stock to Fund Part of its Acquisition of Cook Pharmica
27 September 2017 - 2:50AM
Business Wire
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: syndicateops2@rbc.com; and BofA Merrill Lynch,
NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC
28255-0001, Attn: Prospectus Department, Email:
dg.prospectus_requests@baml.com. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170926006882/en/
Investors:Catalent, Inc.Thomas Castellano,
732-537-6325investors@catalent.com
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