Item 8.01. Other Events.
As previously disclosed, on July 2, 2018, Catalent Pharma Solutions, Inc. (
CPS
), a subsidiary of Catalent, Inc. (the
Company
), Catalent Boston, Inc., a wholly owned subsidiary of CPS (
Merger Sub
), and Juniper Pharmaceuticals, Inc., a Delaware corporation (
Target
), entered into an Agreement and Plan of Merger
(the
Merger Agreement
) for the acquisition of Target by CPS.
Pursuant to the Merger Agreement, and upon the terms and subject to the
conditions thereof, Merger Sub commenced a cash tender offer (the
Offer
) to acquire all of the issued and outstanding shares of common stock, par value $0.01 per share, of Target (
T
arget Stock
) at a price
per share equal to $11.50 (the
Offer Price
), net to the seller in cash, without interest, subject to any required tax withholding.
At
12:00 midnight, New York City time, at the end of Monday, August 13, 2018, the Offer expired. American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised Merger Sub that, as of the expiration of the Offer, a
total of 9,285,239 shares of Target Stock, representing approximately 82% of the currently outstanding shares of Target Stock, were validly tendered and not withdrawn in the Offer, including 144,141 shares of Target Stock tendered pursuant to
guaranteed delivery procedures. As of the expiration of the Offer, the number of shares of Target Stock validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition of the Offer, and all other conditions to
the Offer were satisfied. Immediately after the expiration of the Offer, Purchaser irrevocably accepted for payment, and will promptly pay for, all Shares that were validly tendered and not validly withdrawn prior to the expiration of the Offer.
Following completion of the Offer, on August 14, 2018, CPS completed the acquisition of Target through the merger of Merger Sub with and
into Target in accordance with Section 251(h) of the Delaware General Corporation Law (the
Merger
). At the effective time of the Merger, the separate corporate existence of Merger Sub ceased
and Target became a wholly owned subsidiary of CPS.
In connection with the closing of the Offer and the Merger, CPS paid aggregate
consideration of approximately $130 million for the Target Stock, not including related transaction fees and expenses. CPS funded these payments with available cash on hand.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the Companys Current Report on
Form 8-K filed
with the Securities and Exchange Commission (the
SEC
) on July 3, 2018 and is incorporated herein by reference.
Except for the Merger Agreement and the transactions contemplated
thereby, none of the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer had any material relationship with Target or any of the stockholders of Target prior to
the transactions described above.
On August 14, 2018, the Company and
Target issued a joint press release relating to the expiration and
results of the Offer and the anticipated timing of the Merger. A copy of that joint press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.