Announcement • Dec 18
Novo Holdings A/S completed the acquisition of Catalent, Inc. (NYSE:CTLT) from a group of shareholders.
Novo Holdings A/S entered into an agreement to acquire Catalent, Inc. (NYSE:CTLT) from a group of shareholders for $11.7 billion on February 5, 2024. As part of the consideration, Novo Holdings will pay $63.5 in cash for each share of common stock of Catalent. The upfront payment is subject to adjustment for transaction expenses and changes in certain net debt items until closing. Novo Holdings has provided an equity commitment in the aggregate amount of $16650 million for the purpose of financing the transaction. As part of the acquisition, Novo Nordisk has provided financial commitments to Novo Holdings for amounts corresponding to the acquisition price for the three sites as well as undertakings regarding the regulatory approval process. After completion of the acquisition, the parties will provide mutual transition services on customary terms and conditions. As a part of acquisition, Novo Holdings is also acquiring three manufacturing sites that are specialized in the sterile filling of drugs and located in Anagni (Italy), Brussels (Belgium) and Bloomington (Indiana, US). Until the closing of the acquisition, Catalent will continue to operate independently and separately from Novo Holdings and Novo Nordisk. After closing, Novo Nordisk will honor all customer obligations at the three Catalent sites that Novo Nordisk is acquiring. Upon termination of the agreement, under specified circumstances and conditions set forth in the agreement: Catalent will be required to pay the Novo Holdings a termination fee equal to $344.8 million. Novo Holdings will be required to pay the Catalent a termination fee equal to $584.4 million. As a result of the merger Catalent will become wholly owned subsidiary of Novo Holdings. Following the closing of the merger, shares of Catalent will no longer trade on the New York Stock Exchange and Catalent will become a private company. The acquisition is expected to gradually increase Novo Nordisk's filling capacity from 2026 and onwards. Alessandro Maselli will continue to lead Catalent as President and CEO following the transaction close.
The board of directors of the Novo Holdings and Catalent has unanimously approved the transaction. The transaction is subject to the approval of Catalent’s stockholders, receipt of certain governmental waivers, consents, clearances, decisions, declarations, approvals, and expirations of applicable waiting periods, including the expiration or early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of required regulatory approvals. On May 6, 2024, Federal Trade Commission required additional information on the merger. Catalent shareholders approved the merger at a special meeting held on May 29, 2024. As per filing on December 14, 2024, companies have fulfilled all regulatory closing conditions for their pending transaction. The companies now expect to close the transaction in the coming days. The merger is expected to close towards the end of calendar year 2024. Contingent on the timing of closing, the acquisition is expected to have a low single-digit negative impact on operating profit growth in both 2024 and 2025. As the acquisition will be mainly debt-financed, the communicated share buyback program of DKK 20 billion is not impacted. As of December 6, 2024, the European commission approves the transaction. As of December 14, 2024, all regulatory approval received.
Citi and J.P. Morgan acted as financial advisors to Catalent. Todd E. Freed, Richard J. Grossman, Page W. Griffin, Maria Raptis, Jessica L. Schmiege and Patrick J. Lewis of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Catalent and Randi C. Lesnick and Timothy J. Melton of Jones Day acted as legal advisor to the Catalent Board of Directors. Morgan Stanley & Co. LLC acted as financial advisor to Novo Holdings and Matt M. Mauney, Joshua M. Zachariah, R. Kirkie Maswoswe, Rachel Frankeny, Andrew D. Kimball, Janet Andolina, Kyle Pine, Stephen G. Charkoudian, Robert M. Crawford Jr., Adam Bellack, Alexandra Lu, Morag Peberdy, Achal Oza, Caroline H. Bullerjahn, Christina Ademola, Brian H. Mukherjee, Alexandra S. Denniston, Malhar Naik, Edward Holzwanger, Jennifer K. Bralower, Chris Steinroeder, Jennifer Necas, Brian Lerman, Lindsey Falco, Jacqueline Klosek, Alex Intile, Jacob R. Osborn, Nathan J. Brodeur and Sarah Mackin of Goodwin Procter LLP, William H. Aaronson, Shanu Bajaj, David R. Bauer, Samantha Lefland, Arthur J. Burke, Gregory S. Morrison, William A. Curran, Veronica M. Wissel and Joseph S. Brown of Davis Polk & Wardwell acted as legal advisors to Novo Holdings. Niels Christian Ersbøll of Arnold & Porter Kaye Scholer LLP acted as legal advisor for Novo Nordisk. An independent financial advisor to Novo Nordisk, Evercore, has provided a fairness opinion to the Board of Directors, concluding that the consideration for the three manufacturing sites is fair from a financial point of view. Antonia Sherman, Annamaria Mangiaracina, Mark Daniel, William Huynh, Fanny Mahler, Lucio D'Amario, Ann-Christin Käser, Ina Lunneryd and Lodewick Prompers of Linklaters LLP are advising Novo Holdings. Okapi Partners LLC acted as proxy solicitor to Catalent.
Catalent has agreed to pay Citi an aggregate fee currently estimated to be approximately $63 million, of which $5 million was payable upon delivery of Citi’s opinion and approximately $58 million is payable contingent upon consummation of the merger. Citi also may be entitled to an additional fee for such services of up to $10 million payable at the discretion of Catalent. Catalent has agreed to pay J.P. Morgan Securities LLC for its services in connection with the proposed Merger an aggregate fee currently estimated to be approximately $58 million, all of which is payable contingent upon consummation of the merger. Catalent estimates it will pay Okapi a fee of approximately $50,000. Computershare Trust Company, National Association acted as transfer agent for Catalent.
Novo Holdings A/S completed the acquisition of Catalent, Inc. (NYSE:CTLT) from a group of shareholders on December 18, 2024. Catalent’s common stock has ceased trading and will be delisted from the New York Stock Exchange. Shortly following the completion of the transaction, Novo Nordisk A/S will acquire from Novo Holdings Catalent’s three fill-finish sites located in Anagni, Italy; Bloomington, Indiana, USA; and Brussels, Belgium, and related assets.