Catalent, Inc. (NYSE:CTLT) (“Catalent”), the leading global
provider of advanced delivery technologies and development
solutions for drugs, biologics and consumer health products, today
announced the successful completion of the previously announced
tender offer by Catalent Boston, Inc. (“Merger Sub”), a subsidiary
of Catalent Pharma Solutions, Inc. (“Parent”), Catalent’s operating
subsidiary, for all of the outstanding shares of common stock of
Juniper Pharmaceuticals, Inc. (NASDAQ: JNP) (“Juniper”) at a price
of $11.50 per share, net to the seller in cash, without any
interest, but subject to and reduced by any required withholding of
taxes. The acquisition of Juniper expands and strengthens
Catalent’s offerings in formulation development, bioavailability
solutions and clinical-scale oral dose manufacturing, and
complements its integrated global clinical and commercial supply
network.
American Stock Transfer & Trust Co., LLC, the depositary for
the tender offer, has advised Catalent that, as of 12:00 midnight,
New York City time, at the end of August 13, 2018, the expiration
of the tender offer, a total of 9,285,239 shares of common stock of
Juniper, representing approximately 82% of Juniper’s currently
outstanding shares of common stock, were validly tendered and not
withdrawn in the tender offer (including shares tendered pursuant
to guaranteed delivery procedures). As a result, the minimum
condition of the tender offer, generally that a majority of the
shares of Juniper common stock outstanding at the expiration of the
tender offer be validly tendered and not withdrawn, has been
satisfied, and Purchaser will promptly pay for all such tendered
shares in accordance with the terms of the tender offer.
Catalent expects to complete the merger of Merger Sub into
Juniper under Section 251(h) of the Delaware General Corporation
Law today. As a result of the merger, all remaining shares of
common stock of Juniper issued and outstanding immediately prior to
the effective time of the merger (other than any (i) shares held in
the treasury of Juniper, (ii) shares owned by Parent or Merger Sub
or their subsidiaries, (iii) shares irrevocably accepted for
purchase in the tender offer, and (iv) shares held by Juniper
stockholders who properly demanded and perfected appraisal rights
under Delaware law) will be converted into the right to receive an
amount in cash equal to $11.50 per share, net to the seller in
cash, without any interest, but subject to and reduced by any
required withholding of taxes (i.e., the same price per share that
was paid in the tender offer). In addition, as a result of the
merger, Juniper will become a wholly owned subsidiary of Parent and
the shares of common stock of Juniper will cease to be traded on
the NASDAQ Global Select Market.
About Juniper Pharmaceuticals
Juniper Pharmaceuticals, Inc.’s core businesses include Juniper
Pharma Services, which provides high-end fee-for-service
pharmaceutical development and clinical trials manufacturing to
clients, and its contract with Merck KGaA to supply CRINONE®
(progesterone gel) outside of the United States. Please visit
www.juniperpharma.com for more
information.
Juniper Pharmaceuticals™ is a trademark of Juniper
Pharmaceuticals, Inc., in the U.S. and the E.U. CRINONE® is a
registered trademark of Merck KGaA, Darmstadt, Germany, outside the
U.S. and of Allergan plc in the U.S.
About Catalent
Catalent is the leading global provider of advanced delivery
technologies and development solutions for drugs, biologics and
consumer health products. With over 80 years serving the industry,
Catalent has proven expertise in bringing more customer products to
market faster, enhancing product performance and ensuring reliable
clinical and commercial product supply. Catalent employs
approximately 11,000 people, including over 1,400 scientists, at
more than 30 facilities across five continents, and in fiscal 2017
generated over $2 billion in annual revenue. Catalent is
headquartered in Somerset, New Jersey. For more information, visit
www.catalent.com
More products. Better treatments. Reliably supplied.™
Cautionary Note Concerning Forward-Looking Statements
This release contains both historical and forward-looking
statements, including concerning the tender offer for and merger
with Juniper. 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: litigation
relating to the transaction; other unanticipated events may make it
more difficult to realize the anticipated benefits of the
transaction; participation in a highly competitive market and
increased competition may adversely affect the business of Catalent
or of Juniper; demand for Catalent’s or Juniper’s offerings which
depends in part on their customers’ research and development and
the clinical success of their products; 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 Juniper;
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; 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 acquisition or 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, including Juniper, 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 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: https://www.businesswire.com/news/home/20180814005207/en/
Media:Catalent, Inc.Chris Halling,
+44 (0) 7580
41073Chris.halling@catalent.comorNEPRRichard
Kerns, +44 (0) 161 728
5880richard@nepr.euorInvestors:Catalent, Inc.Thomas Castellano,
732-537-6325investors@catalent.com
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