Catalent, Inc., a global provider of advanced delivery technologies and development solutions for drugs, biologics, and consumer health products, completed the previously announced tender offer by Catalent Boston, Inc. (“Merger Sub”), a subsidiary of Catalent Pharma Solutions, Inc. (“Parent”), Catalent’s operating subsidiary, for all of the outstanding shares of common stock of Juniper Pharmaceuticals, Inc. at a price of $11.50 per share, net to the seller in cash, without any interest, but subject to and reduced by any required withholding of taxes.
The acquisition of Juniper is expected to expand and strengthen Catalent’s offerings in formulation development, bioavailability solutions, and clinical-scale oral dose manufacturing, and complements its integrated global clinical and commercial supply network.
American Stock Transfer & Trust Co., LLC, the depositary for the tender offer, has advised Catalent that, as of 12:00 midnight, New York City time, at the end of August 13, 2018, the expiration of the tender offer, a total of 9,285,239 shares of common stock of Juniper, representing approximately 82 percent of Juniper’s currently outstanding shares of common stock, were validly tendered and not withdrawn in the tender offer (including shares tendered pursuant to guaranteed delivery procedures).
As a result, the minimum condition of the tender offer, generally that a majority of the shares of Juniper common stock outstanding at the expiration of the tender offer be validly tendered and not withdrawn, has been satisfied, and Purchaser will promptly pay for all such tendered shares in accordance with the terms of the tender offer.
Catalent expects to complete the merger of Merger Sub into Juniper under Section 251(h) of the Delaware General Corporation Law today. As a result of the merger, all remaining shares of common stock of Juniper issued and outstanding immediately prior to the effective time of the merger (other than any (i) shares held in the treasury of Juniper, (ii) shares owned by Parent or Merger Sub or their subsidiaries, (iii) shares irrevocably accepted for purchase in the tender offer, and (iv) shares held by Juniper stockholders who properly demanded and perfected appraisal rights under Delaware law) will be converted into the right to receive an amount in cash equal to $11.50 per share, net to the seller in cash, without any interest, but subject to and reduced by any required withholding of taxes (i.e., the same price per share that was paid in the tender offer).
In addition, as a result of the merger, Juniper will become a wholly owned subsidiary of Parent and the shares of common stock of Juniper will cease to be traded on the NASDAQ Global Select Market.
(Source: Catalent, Inc.)
