Announcement • Jul 17

Angelini Pharma S.p.a. completed the acquisition of Catalyst Pharmaceuticals, Inc. (NasdaqCM:CPRX) from a group of shareholders.

Angelini Pharma S.p.a. entered into a definitive agreement to acquire Catalyst Pharmaceuticals, Inc. (NasdaqCM:CPRX) from a group of shareholders for $3.9 billion on May 7, 2026. A cash consideration valued at $31.5 per share will be paid by Angelini Pharma S.p.a. The transaction will be carried out with the participation of Blackstone funds and select international partners, and will be financed with the support of BNP Paribas, acting as Sole Global Coordinator and Underwriter of the financing package. Angelini Pharma expects to finance the acquisition with a combination of cash and debt. Upon completion, the transaction will result in the delisting of Catalyst Pharmaceuticals. In case of termination of the transaction, seller is required to pay a termination fee of $155.48 million. The deal is subject to approval by Catalyst stockholders, the receipt of required regulatory approvals, antitrust regulations, and satisfaction of other customary conditions. The deal has been unanimously approved by the board of Angelini Pharma S.p.a. and Catalyst Pharmaceuticals, Inc. The closing is expected in the third quarter of 2026. As of July 8, 2026, Catalyst Pharmaceuticals shareholders approved the transaction. Centerview Partners, BNP Paribas and Morgan Stanley & Co. International plc. acted as financial advisor to Angelini Pharma. Ferigo Foscari, Peter Cohen-Millstein, Andrea Pretti, Iacopo Canino, Patrizio Messina, Matthew Schernecke, Alice Valder Curran, Melissa Bianchi, Howard W Levine, and Jennifer Swan of Hogan Lovells Cadwalader acted as legal advisor for Angelini Pharma. Gatti, Pavesi, Bianchi, Ludovici Studio Legale acted as legal advisor to Angelini Pharma. BNP Paribas acted as Sole Global Coordinator and Underwriter for the debt financing to Angelini Pharma. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Catalyst. Graham Robinson, Chadé Severin, Merric R. Kaufman, Timothy F. Nelson, Justin Coddington, Kayla M. Garcia, Dennis Williams, Lindsay M. Borgeson, Shellie Weisfield Freedman, Rami Sherman, Liz Kraus, Maria Raptis, John P. Kabealo, Stefan Atkinson, Alyssa C. Scruggs, Liam N. Murphy, and Andy C.R. Veit of Kirkland & Ellis LLP acted as legal counsel to Catalyst. Philip B. Schwartz of Akerman LLP acted as legal counsel to Catalyst. Innisfree M&A Incorporated acted as information agent and Continental Stock Transfer & Trust Company acted as transfer agent to Catalyst. Catalyst has agreed to pay J.P. Morgan an estimated fee of approximately $61 million, $3.5 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. Additionally, Catalyst agreed to pay Innisfree M&A Incorporated a fee of approximately $60,000, plus a success fee of $30,000. Angelini Pharma S.p.a. completed the acquisition of Catalyst Pharmaceuticals, Inc. (NasdaqCM:CPRX) from a group of shareholders on July 15, 2026. Following the completion of the transaction, Catalyst's common stock has ceased trading on the Nasdaq Global Market. The transaction was financed by a pool of 14 Italian and international financial institutions, led by BNP Paribas, acting as Sole Global Coordinator and Underwriter of the financing package: BNP Paribas, Crédit Agricole Corporate and Investment Bank, Intesa Sanpaolo and Mediobanca as Bookrunner and Mandated Lead Arranger; Banco BPM, Bank of America, Cassa Depositi e Prestiti, ING Bank, Natixis and UniCredit as Mandated Lead Arranger; Banco Bilbao Vizcaya Argentaria, Barclays and Commerzbank as Lead Arranger with Banca Nazionale del Lavoro as Original Lender. BNP Paribas also acted as Hedge Coordinator and Agent Bank.

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