Catalent to Acquire Cook Pharmica for $950 Million
SOMERSET, N.J. – September 19, 2017 — Catalent, Inc. (NYSE: CTLT), the leading global provider of advanced delivery technologies and development solutions for drugs, biologics, and consumer health products, today announced it has reached an agreement to acquire Bloomington, Indiana-based Cook Pharmica LLC, an integrated provider of drug substance and drug product manufacturing and related services. The purchase price is $950 million, with $750 million to be paid at closing and the balance to be paid in equal installments, without interest, on each of the next four anniversaries of the closing. The acquisition will strengthen Catalent’s position as a leader in the rapidly growing area of biologics development and analytical services, manufacturing, and finished product supply.
Cook Pharmica is a privately held, biologics-focused contract development and manufacturing organization with capabilities across biologics development, clinical and commercial cell culture manufacturing, formulation, finished-dose manufacturing, and packaging. Founded in 2004 as a division of the Cook Group, Cook Pharmica today operates a world-class, 875,000 square foot development and manufacturing facility in Bloomington. For the twelve months ended June 30, 2017, Cook Pharmica generated $179 million in revenue.
“The complementary biologics development, biomanufacturing, and fill-finish capabilities of Catalent and Cook Pharmica will provide biopharmaceutical firms with a single, integrated partner supporting a wide range of clinical and commercial needs,” said John Chiminski, Chair and CEO of Catalent. “We are very excited to join forces with the talented Cook Pharmica team in Bloomington, Indiana and plan to invest aggressively there, in our rapidly expanding Madison, Wisconsin facility, and in the rest of the Catalent Biologics network to build a true global leader in the biologics market, which will help us to improve the lives of patients around the world.”
Mr. Chiminski added, “This acquisition is also a recognition of the hard work, dedication, and community spirit of the team who have helped Cook Pharmica grow, and of the Bloomington area, which is such a terrific home for this fast-growing business. We look forward to strengthening Cook Pharmica’s partnership with the community in the years to come as we further strengthen our leadership position in biologics.”
Catalent Biologics currently offers a global site network, including a state-of-the-art biologics development and biomanufacturing facility in Madison; fill-finish services in Brussels, Belgium and Limoges, France; SMARTag®
conjugation technology in Emeryville, California; and a network of biologics analytical locations.
Cook Pharmica’s Bloomington facility has extensive biomanufacturing capacity and deep expertise in sterile formulation and fill/finish across liquid and lyophilized vials, prefilled syringes, and cartridges. It perfectly augments Catalent’s expertise in cell line engineering, bioconjugate development, analytical services, biomanufacturing, prefilled syringe, and blow/fill/seal technologies.
Upon completion, Cook Pharmica’s over 750 associates, including its experienced executive team, will join Catalent’s network of more than 30 sites across five continents with more than 10,000 team members and complement Catalent’s existing biologics capabilities, alongside its other leading capabilities in oral, inhalation, and consumer health.
The completion of the transaction is subject to customary closing conditions, including approval from regulatory authorities, and is expected to occur in the fourth quarter of this calendar year.
The acquisition is an-all cash transaction, which Catalent expects to finance with new unsecured notes and equity. Upon completion of the transaction, Catalent’s net leverage ratio, pro forma for the transaction, is expected to be approximately 5.0x. The acquisition is expected to be accretive to Catalent’s Adjusted Net Income per share in the first full fiscal year following the completion of the transaction.
Catalent has obtained committed financing, subject to customary conditions, for the transaction from Morgan Stanley Senior Funding, Inc., J.P. Morgan, RBC Capital Markets, and BofA Merrill Lynch. The purchase agreement to acquire Cook Pharmica is not subject to any financing condition. Catalent intends to file a Current Report on Form 8-K with the Securities and Exchange Commission, which will have further details concerning the transaction.
Morgan Stanley Senior Funding, Inc. is acting as lead arranger for the financing of the acquisition. J.P. Morgan Securities LLC is providing a fairness opinion to Catalent. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal counsel to Catalent.
Conference Call and webcast
Catalent will host a conference call and webcast at 8:30 a.m. EDT on Sept. 19, 2017 to provide more information on this announcement. The webcast and accompanying slides can be accessed at www.catalent.com/investors. An audio recording of the call will be available in that section of the website for 90 days following the call.
Notes for Editors
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Catalent Inc. (NYSE: CTLT) 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 10,000 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.™
Non-GAAP Financial Measures
Use of Adjusted Net Income
Catalent management uses Adjusted Net Income/(loss) and Adjusted Net Income/(loss) per share to measure operating performance. Adjusted Net Income/(loss) is not defined under U.S. generally accepted accounting principles, or “GAAP,” is not a measure of operating income, operating performance, or liquidity presented in accordance with GAAP, and is subject to important limitations. Catalent believes that presentation of Adjusted Net Income/(loss) and Adjusted Net Income/loss per share enhances an investor’s understanding of its financial performance. Catalent believes this measure is a useful financial metric to assess its operating performance from period to period by excluding certain items that it believes are not representative of its core business, and Catalent uses this measure for business planning purposes. Catalent defines Adjusted Net Income/(loss) as net earnings/(loss) adjusted for (1) earnings or loss of discontinued operations, net of tax, (2) amortization attributable to purchase accounting, and (3) income or loss from non-controlling interest in its majority-owned operations. Catalent also makes adjustments for other cash and non-cash items, partially offset by its estimate of the tax effects as a result of such cash and non-cash items. Catalent believes that Adjusted Net Income/(loss) and Adjusted Net Income/(loss) per share will provide investors with a useful tool for assessing the comparability between periods of its ability to generate cash from operations available to its stockholders. Catalent’s definition of Adjusted Net Income/(loss) may not be the same as similarly titled measures used by other companies. The most directly comparable GAAP measure to Adjusted Net Income/(loss) is net earnings/(loss).
Catalent does not provide a reconciliation of forward-looking non-GAAP financial measures to their comparable GAAP financial measures because it could not do so without unreasonable effort due to the unavailability of the information needed to calculate reconciling items and due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from the non-GAAP financial measures in future periods. When planning, forecasting, and analyzing future periods, Catalent does so primarily on a non-GAAP basis without preparing a GAAP analysis as that would require estimates for various cash and non-cash reconciling items that would be difficult to predict with reasonable accuracy. For example, equity compensation expense would be difficult to estimate because it depends on Catalent’s future hiring and retention needs, as well as the future fair market value of Catalent’s common stock, all of which are difficult to predict and subject to constant change. It is equally difficult to anticipate the need for or magnitude of a presently unforeseen one-time restructuring expense or the values of end-of-period foreign currency exchange rates. As a result, Catalent does not believe that a GAAP reconciliation would provide meaningful supplemental information about Catalent’s outlook.
This release contains both historical and forward-looking statements, including concerning the closing of the agreement to purchase Cook Pharmica and the financing that Catalent intends to obtain to finance the initial purchase price. 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: antitrust or other 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; inability to complete the anticipated financing on the anticipated terms, or at all; participation in a highly competitive market and increased competition may adversely affect the business of Catalent or of Cook Pharmica; demand for Catalent’s or Cook Pharmica’s offerings which depends in part on their customers’ research and development and the clinical and market success of their products; product and other liability risks that could adversely affect the results of operations, financial condition, liquidity, and cash flows of Catalent or Cook Pharmica; 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 Cook Pharmica; 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 and Cook Pharmica manufacture, 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 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 acquisitions and 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 Securities and Exchange Commission. 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.