UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Unless the context otherwise requires, the definitions of terms provided in this Unaudited Pro Forma Financial Statements section
apply solely for purposes of this section. On May 17, 2019, Catalent, Inc. (Catalent and, together with its subsidiaries, the Company), through its wholly owned subsidiary Catalent Holdco I Inc. (Merger Sub),
a wholly owned subsidiary of Catalent Pharma Solutions, Inc. (in such capacity, Buyer, and otherwise referred to as Operating Company), completed its acquisition of Paragon Bioservices, Inc. (Paragon), pursuant to
the merger of Merger Sub with and into Paragon (the Merger), with Paragon continuing as the surviving company in the Merger and as an indirect, wholly owned subsidiary of Buyer.
The acquisition was completed in accordance with the Agreement and Plan of Merger, dated as of April 14, 2019 (as amended, the
Merger Agreement), by and among Buyer, Merger Sub, Paragon, Pearl Shareholder Representative, LLC, as representative of the Company Securityholders (as defined in the Merger Agreement), and, solely with respect to Sections 4.12 (solely
with respect to the Equity Financing (as defined in the Merger Agreement)) and 8.19 of the Merger Agreement, Catalent.
The purchase price
was $1.2 billion in cash, subject to customary escrow arrangements and a purchase price adjustment related to, among other things, the amount of Paragons working capital (as adjusted, the Closing Payment). The Company financed
the portion of the Closing Payment due at the closing of the Merger and related fees and expenses with the net proceeds of the Preferred Stock Issuance and the Incremental Dollar Term Loans (each as defined below).
During May 2019, the Company designated 1,000,000 shares of its preferred stock, par value $0.01, as its Series A Convertible Preferred
Stock (the Series A Preferred Stock), pursuant to a certificate of designation of preferences, rights, and limitations (as amended, the Certificate of Designation) filed with the Delaware Secretary of State, and issued
and sold 650,000 shares of the Series A Preferred Stock (the Preferred Stock Issuance) for an aggregate purchase price of $650.0 million, to affiliates of Leonard Green & Partners, L.P. (the Series A Investors),
each share having an initial stated value of $1,000 (as such value may be adjusted in accordance with the terms of the Certificate of Designation, the Stated Value). The Series A Preferred Stock ranks senior to the Companys common
stock, par value $0.01 (the Common Stock), with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company.
The holders of shares of Series A Preferred Stock are entitled to vote with the holders of shares of Common Stock as a single class on an as-converted basis and, for so long as the Series A Investors or their successors have the right to designate a nominee for election to the Companys board of directors pursuant to the terms and
conditions of the stockholders agreement, dated as of May 17, 2019, by and between the Company and the Series A Investors, have the right to elect one board member voting as a separate class. The holders of a majority of the issued and
outstanding shares of Series A Preferred Stock also have veto rights over (a) certain amendments to the Companys organizational documents that would have an adverse effect on the rights, preferences, privileges, or voting powers of the Series
A Preferred Stock; (b) the issuance of senior or pari passu securities; or (c) the incurrence of indebtedness above certain leverage ratios, as set forth in the Certificate of Designation.
Holders of shares of Series A Preferred Stock are also entitled (a) to receive a cumulative annual dividend equal to 5.0% of the Stated
Value, payable quarterly in arrears in cash, by increasing the Stated Value, or in a combination thereof, at Catalents election, with such rate subject to an increase to 6.5% or 8.0% depending on the price of the Common Stock at the fourth (or
in certain cases fifth) anniversary of the initial issuance, as set forth in the Certificate of Designation, and (b) to participate in the distribution of any ordinary dividend on the Common Stock calculated on an
as-converted basis.
The Series A Preferred Stock is subject to conversion or redemption under
various circumstances, including the right of holders to convert some or all of their shares into shares of Common Stock after May 17, 2020 at a price initially equal to $49.5409 (the Conversion Price) and the Companys right
to (x) convert all outstanding shares of Series A Preferred Stock at any time after May 17, 2022 if the average of the volume-weighted average price per share of Common Stock for thirty consecutive trading days exceeds 150% of the
then-applicable
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