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 9,940,358 shares of its common stock at a price to
the public of $40.24 per share. In connection with the Offering,
Catalent has granted the underwriters an option for 30 days to
purchase up to an additional 1,491,053 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 July 27, 2018.
The net proceeds from the Offering will be approximately $387.0
million after deducting the underwriting discount and estimated
offering expenses, assuming no exercise by the underwriters of
their option to purchase additional shares. Catalent intends to use
the net proceeds of the Offering to repay a corresponding portion
of the outstanding borrowings under its U.S. dollar-denominated
term loans.
J.P. Morgan, Morgan Stanley, RBC Capital Markets, BofA Merrill
Lynch and Wells Fargo Securities are acting as bookrunners 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 was 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 July 23, 2018 and are
available on the SEC website. Copies of these documents and the
final prospectus supplement, when available, may be obtained from
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717 or by calling toll-free
(866) 803-9204, or by email at prospectus_eq@jpmchase.com; Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick
Street, 2nd Floor, New York, New York 10014; RBC Capital Markets
LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th
Floor, New York, NY 10281; by phone at (877) 822-4089; or by email
at equityprospectus@rbccm.com; 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; and Wells Fargo Securities, LLC,
Attention: Equity Syndicate Department, 375 Park Avenue, New York,
New York 10152, at (800) 326-5897 or email a request to
cmclientsupport@wellsfargo.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 regarding the expected consummation of the
proposed offering and plans and estimates regarding the use of
proceeds therefrom. 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:
participation in a highly competitive market and increased
competition may adversely affect Catalent’s business; demand for
Catalent’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 Catalent’s results of operations, financial
condition, liquidity, and cash flows; 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 Catalent’s operations; 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 manufactures, 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 legislative or regulatory 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 businesses 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 or labor difficulties, which could increase costs
or result in disputes; 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 July 23, 2018 with the SEC, Catalent’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2017, filed
August 28, 2017 with the SEC, Catalent’s Quarterly Report on Form
10-Q for the quarter ended December 31, 2017, filed February 5,
2018 with the SEC, Catalent’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2018, filed May 1, 2018 with the SEC, and
Exhibit 99.4 to its Current Report on Form 8-K, filed September 25,
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: https://www.businesswire.com/news/home/20180724006015/en/
Catalent, Inc.InvestorsThomas Castellano,
732-537-6325investors@catalent.com
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