$133 Million Deal Adds European Early
Development Center of Excellence to Global Network
Reissuing release dated July 03, 2018 to correct Juniper
Pharmaceuticals, Inc. ticker symbol in first sentence of first
paragraph.
The corrected release reads:
CATALENT SIGNS AGREEMENT TO ACQUIRE JUNIPER
PHARMACEUTICALS, INC.
$133 Million Deal Adds European Early
Development Center of Excellence to Global Network
Catalent, Inc. (NYSE: CTLT), the leading global provider of
advanced delivery technologies and development solutions for drugs,
biologics and consumer health products, today announced that it has
agreed to acquire Juniper Pharmaceuticals, Inc. (NASDAQ: JNP),
including its Nottingham, U.K.-based Juniper Pharma Services
division. When combined with Catalent’s existing industry-leading
drug development and manufacturing capabilities in the U.S. and
Europe, the acquisition of Juniper will expand and strengthen
Catalent’s offerings in formulation development, bioavailability
solutions and clinical-scale oral dose manufacturing, and will
complement its integrated global clinical and commercial supply
network.
“Juniper’s proven solutions and capabilities will further
support Catalent’s strategic goal to be the most comprehensive
partner for pharmaceutical innovators,” commented Jonathan Arnold,
President of Catalent Oral Drug Delivery. “Juniper’s scientific
expertise in early-phase product development and supply will help
our customers unlock the full potential of their molecules and
provide better treatments to patients, faster.”
Juniper’s nearly 150 employees have deep scientific expertise in
formulation development, and supply, and will augment Catalent’s
current portfolio of solid-state screening, preformulation,
formulation, analytical, and bioavailability enhancement solutions,
including development of spray-dried dispersions, with integrated
development, analytical, and clinical manufacturing co-located in
its Nottingham facility.
Catalent will continue to support Juniper’s CRINONE®
(progesterone gel) franchise marketed by Merck KGaA outside of the
U.S. Juniper’s Intravaginal Ring development pipeline was
previously licensed to Daré Bioscience, and Catalent will not be
involved in the further development of this program. The
acquisition of Juniper is subject to certain customary closing
conditions, including that a majority of Juniper’s shares are
tendered into the offer, and is expected to close in the first
quarter of Catalent’s 2019 fiscal year, which began on July 1,
2018.
Like Catalent, Juniper has expertise in solid-state and
preclinical formulation screening for lead-candidate selection,
phase-appropriate dose-form development, and superior technologies
for challenging molecules, which will strengthen and expand on
Catalent’s OptiForm® Solution Suite platform. Juniper provides
bioavailability enhancement solutions for the development of poorly
soluble compounds, including nano-milling, spray drying, hot-melt
extrusion, lipid-based drug delivery, and cGMP clinical
manufacturing, including specialized facilities and controls for
potent and controlled substances.
In 2016, Catalent purchased Pharmatek Laboratories, Inc. and has
invested in its San Diego facility to create a center of excellence
for early drug development on the U.S. West Coast. Earlier this
year, Catalent announced that it would invest in its Somerset, New
Jersey facility to create a similarly focused center of excellence
on America’s East Coast. Juniper will now provide similar
capabilities in the U.K. and will complement Catalent’s multi-site
oral manufacturing network to provide pharmaceutical innovators
with a comprehensive solution to accelerate their drug development
processes.
The Acquisition
Under its acquisition agreement with Juniper, a subsidiary of
Catalent will promptly commence a tender offer to purchase all of
Juniper’s shares for a price of $11.50, net to the seller in cash.
Following the conclusion of the tender offer, Catalent intends to
complete the transaction by acquiring the remainder of the Juniper
shares at the same price through a merger with a newly formed
wholly owned subsidiary of Catalent.
Important Information
In connection with the proposed acquisition, a subsidiary of
Catalent will commence a tender offer for all of Juniper’s shares.
The tender offer has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Juniper, nor is it a
substitute for the tender offer materials that Catalent and its
acquisition subsidiary will file with the Securities and Exchange
Commission (the “SEC”) upon commencement of the tender offer. At
the time the tender offer is commenced, Catalent and its
acquisition subsidiary will file tender offer materials on Schedule
TO with the SEC, and Juniper will file a
Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender
offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND
CONSIDERED BY JUNIPER’S STOCKHOLDERS BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement
and the solicitation/recommendation statement will be made
available to Juniper’s stockholders free of charge. A free copy of
the tender offer statement and the solicitation/recommendation
statement will also be made available to all stockholders of
Juniper by contacting Juniper by telephone at +1
(617) 639-1500. In addition, the tender offer statement and the
solicitation/recommendation statement (and all other documents
filed with the SEC) will be available at no charge on the SEC’s
website, www.sec.gov, upon filing with the SEC. JUNIPER’S
STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE
SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENT FILED WITH THE
SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH
RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES
THERETO.
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. 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. 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: regulatory
actions that may delay or interfere with the closing of the
acquisition or result in other changes to Catalent’s business;
other unanticipated events that may prevent a closing of the
acquisition or 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 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/20180703005086/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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