Catalent, Inc.: M&A transaction — Novo Holdings completes $16.5B acquisition of Catalent at $63.50/share; stock delisted

Catalent, Inc.

All-cash transaction valued at ~$16.5B; shareholders receive $63.50/share, a ~47.5% premium to 60-day VWAP as of Feb 2, 2024.
Catalent common stock suspended and delisted from NYSE; Form 15 to be filed to terminate SEC reporting obligations.
All 12 pre-merger directors resigned; new board consists of Alessandro Maselli (CEO) and John J. Greisch.
Catalent repaid $500M 2027 Notes, €825M 2028 Notes, $550M 2029 Notes, and $650M 2030 Notes; indentures satisfied.
Post-closing, Novo Nordisk will acquire Catalent's three fill-finish sites in Italy, Indiana, and Belgium.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Catalent, Inc.: Certificate of incorporation amended and restated in its entirety at Effective Time of Merger.

Change: charter amendment

Exact text from the filing

the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety and are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Catalent, Inc.: Bylaws amended and restated in their entirety at Effective Time of Merger.

Change: bylaw amendment

Exact text from the filing

the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety and are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Catalent, Inc. underwent a change of control involving Novo Holdings A/S for $63.50 per share in cash (closed 2024-12-18).

Action: change of control
Counterparty: Novo Holdings A/S
Consideration: $63.50 per share in cash
Closing: 2024-12-18

Exact text from the filing

Company (the “ Common Stock ”), issued and outstanding immediately prior to the Effective Time, was converted automatically into the right to receive an amount in cash equal to $63.50 per share of Common Stock, without interest (the “ Merger Consideration ”). The Company’s directors and executive officers, employees and other service providers held various

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Source: SEC EDGAR

accession 0001193125-24-280922

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