Catalent, Inc. Announces Pricing of Public Offering of Common Stock
04 Februar 2020 - 12:48AM
Business Wire
Catalent, Inc. (“Catalent”) (NYSE:CTLT), the leading global
provider of advanced delivery technologies, development, and
manufacturing solutions for drugs, biologics, gene therapies, and
consumer health products, today announced the pricing of an
underwritten public offering (the “Offering”) of shares of its
common stock, which is expected to result in gross proceeds of
approximately $500 million, before deducting estimated offering
expenses. The underwriters may offer the shares of common stock
from time to time to purchasers directly or through agents, or
through brokers in brokerage transactions on the New York Stock
Exchange, in the over-the-counter market, or to dealers in
negotiated transactions or in a combination of such methods of sale
or otherwise at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. In connection
with the Offering, Catalent has granted the underwriters an option
for 30 days to purchase up to an additional $75 million of shares
of its common stock. Subject to customary closing conditions, the
Offering is expected to settle and close on or about February 6,
2020.
Catalent intends to use approximately $330 million of the net
proceeds from the Offering to fund the purchase price for the
acquisition of Masthercell Global Inc. (“MaSTherCell”) and to pay
related fees and expenses. Catalent intends to use the remaining
net proceeds, or, if the acquisition of MaSTherCell is not
consummated, all of the net proceeds, from the Offering to repay
approximately $100 million of outstanding borrowings under the
revolving credit facility under its senior secured credit
facilities and for general corporate purposes, which may include
capital expenditures.
J.P. Morgan and UBS Investment Bank are acting as underwriters
for the Offering.
This press release shall 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 other 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 other 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
September 13, 2019 and is available on the SEC website. The
Offering will be made only by means of a preliminary prospectus
supplement and the accompanying base prospectus related to the
Offering, which have been filed with the SEC on February 3, 2020
and are available on the SEC website. Copies of these documents and
the final prospectus, 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, and UBS
Investment Bank, Attention: Prospectus Department, 1285 Avenue of
the Americas, New York, New York 10019, or by telephone at (888)
827-7275 or by e-mail at ol-prospectus-request@ubs.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. 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,
including statements regarding the expected consummation of the
acquisition of MaSTherCell and the proposed offering and plans and
estimates regarding the use of proceeds therefrom. 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 its 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 against other currencies; adverse tax legislative or
regulatory initiatives or challenges or adjustments to Catalent’s
tax positions; loss of key personnel; risks generally associated
with information systems; inability to complete any future
acquisitions, including the pending acquisition of MaSTherCell, and
other transactions that may complement or expand the business of
Catalent or divestment of non-strategic businesses or assets and
difficulties in successfully integrating acquired businesses and
realizing anticipated benefits of such acquisitions; risks
associated with timely and successfully completing, and correctly
anticipating the future demand predicted for, capital expansion
projects at Catalent’s existing facilities; 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 operational disruptions;
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 February 3, 2020
with the SEC, Catalent’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2019, filed August 27, 2019 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/20200203005824/en/
Catalent, Inc. Investors: Paul Surdez (732) 537-6325
investors@catalent.com
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