Catalent, Inc. Announces Pricing of Public Offering of Common Stock
June 11 2020 - 8:31AM
Business Wire
Catalent, Inc. (“Catalent”) (NYSE: CTLT), the leading global
provider of advanced delivery technologies, development, and
manufacturing solutions for drugs, biologics, gene therapies, and
consumer health products, today announced the pricing of an
underwritten public offering (the “Offering”) of shares of its
common stock, which is expected to result in gross proceeds of
approximately $550 million, before deducting estimated offering
expenses. The underwriter may offer the shares of common stock from
time to time to purchasers directly or through agents, or through
brokers in brokerage transactions on the New York Stock Exchange,
in the over-the-counter market, or to dealers in negotiated
transactions or in a combination of such methods of sale or
otherwise at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to
prevailing market prices, or at negotiated prices. In connection
with the Offering, Catalent has granted the underwriter an option
for 30 days to purchase up to an additional approximately $82.5
million of shares of its common stock. Subject to customary closing
conditions, the Offering is expected to settle and close on or
about June 15, 2020.
Catalent intends to use the net proceeds from the Offering to
repay in full the $200 million of outstanding borrowings under the
revolving credit facility under its senior secured credit
facilities and for general corporate purposes, which may include,
without limitation and in Catalent’s sole discretion, working
capital, capital expenditures, and funding its growth strategy
through organic investments and potential future acquisitions.
RBC Capital Markets is acting as sole underwriter for the
Offering.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, nor
shall there be any sale of such shares of common stock or any other
security of Catalent in any state or other jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction.
The Offering is being made pursuant to an effective shelf
registration statement, including a base prospectus, that was filed
with the Securities and Exchange Commission (the “SEC”) on
September 13, 2019 and is available on the SEC website. The
Offering will be made only by means of a preliminary prospectus
supplement and the accompanying base prospectus related to the
Offering, which have been filed with the SEC on June 10, 2020 and
are available on the SEC website. Copies of these documents and the
final prospectus, when available, may be obtained from RBC Capital
Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street,
New York, NY 10281, by telephone at 877-822-4089 or by email at
equityprospectus@rbccm.com. The registration statement is available
on the SEC’s website at www.sec.gov under Catalent’s name.
FORWARD-LOOKING STATEMENTS
This release contains both historical and forward-looking
statements. 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,
including statements regarding the proposed offering and plans and
estimates regarding the use of proceeds therefrom. 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: participation in a highly
competitive market and increased competition may adversely affect
Catalent’s business; demand for Catalent’s offerings which depends
in part on its customers’ research and development and the clinical
and market success of their products; impact of the COVID-19
pandemic on our business, financial condition, and results of
operations; product and other liability risks that could adversely
affect Catalent’s results of operations, financial condition,
liquidity, and cash flows; 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 Catalent’s operations; 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 manufactures, 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 against other currencies; adverse tax legislative or
regulatory initiatives or challenges or adjustments 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 divestment of non-strategic businesses
or assets and difficulties in successfully integrating acquired
businesses and realizing anticipated benefits of such acquisitions;
risks associated with timely and successfully completing, and
correctly anticipating the future demand predicted for, capital
expansion projects at Catalent’s existing facilities; 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 or labor difficulties,
which could increase costs or result in operational disruptions;
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 preliminary prospectus supplement filed June 10, 2020
with the SEC, Catalent’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2019, filed August 27, 2019 with the SEC and
Catalent’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020, filed May 5, 2020 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/20200611005473/en/
Catalent, Inc. Investor Contact: Paul Surdez (732) 537-6325
investors@catalent.com
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