UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 29, 2024 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, on February 5, 2024, Catalent Inc. (the “Company” or “Catalent”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Creek Parent, Inc. (“Parent”), a Delaware corporation and a wholly owned subsidiary of Novo Holdings A/S, and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State of Delaware, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
On March 26, 2024, subject to approval of the Merger Proposal (as defined below), the Compensation and Leadership Committee of the Board of Directors of the Company approved grants of retention awards to Ricky Hopson, the President, Division Head for Drug Product and Former Interim Chief Financial Officer of the Company and Aris Gennadios, Group President, Pharma and Consumer Health (each, a “Recipient”), in the amount of $600,000 for Mr. Hopson, and $350,000 for Mr. Gennadios. The Company entered into a retention award agreement (each, an “Retention Agreement”), with each Recipient.
Under the terms of the Retention Agreement, each retention award will vest 50% at the closing of the Merger (the “Closing”) and 50% on the 12-month anniversary of the Closing, subject to the Recipient’s continued employment or service through the applicable vesting date. The retention award will be paid within 30 days following such vesting date, except that if the Recipient’s employment or service is terminated without “cause” (as defined in the Company’s 2018 Omnibus Incentive Plan) or, if applicable, the Recipient resigns for “good reason” (as defined in the Recipient’s severance or employment agreement) on or following the Closing, the retention award will vest in full and be paid within 60 days following the Recipient’s termination of employment or service, subject to a release requirement.
The Form Retention Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The foregoing summary of the Retention Agreements is qualified in its entirety by reference to such agreement, with the full text of each item incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 29, 2024, the Company held a special meeting of stockholders (the “Special Meeting”) in connection with the Merger. At the close of business on the record date of the Special Meeting, there were 180,974,218 shares of common stock, par value $0.01, of the Company outstanding (collectively, the “Common Stock”), each of which was entitled to one vote with respect to the proposals voted on at the Special Meeting. A total of 143,902,734 shares of Common Stock, representing approximately 79.51% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present virtually or by proxy, constituting a quorum.
The following is a summary of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections. The definitive proxy statement related to the Special Meeting that was filed by the Company with the Securities and Exchange Commission under cover of Schedule 14A (File No. 001-36587) on April 15, 2024 contains a description of the following proposals considered at the Special Meeting. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt and approve the Merger Agreement (the “Merger Proposal”). The following votes were cast at the Special Meeting (virtually or by proxy) and the proposal was approved:
| For |
Against |
Abstentions | ||
| 142,764,710 | 1,120,850 | 17,174 |
Proposal 2: The Advisory Compensation Proposal
To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Catalent’s named executive officers that is based on or otherwise relates to the Merger. The following non-binding, advisory votes were cast at the Special Meeting (virtually or by proxy):
| For |
Against |
Abstentions | ||
| 132,582,803 | 11,212,656 | 107,275 |
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if a quorum is not present or there are not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
No other business properly came before the Special Meeting.
| Item 8.01 | Other Events |
Press Release
On May 29, 2024, Catalent issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Forward-Looking Statements
This Form 8-K, and any related oral statements, may include “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. These forward-looking statements are based on Catalent’s current expectations, estimates and projections regarding, among other things, the expected date of the Closing and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Catalent, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including obtaining antitrust and other regulatory approvals and clearances, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted by or against Catalent, Novo Holdings A/S or their respective affiliates, directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm Catalent’s business, including current plans and operations; (iv) the ability of Catalent to retain and hire key personnel; (v) potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the Merger; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Catalent’s business; (viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the Merger that may impact Catalent’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Catalent’s response to any of the aforementioned factors; (xi) significant transaction costs associated with the Merger; (xii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring Catalent to pay a termination fee or other expenses; (xiv) competitive responses to the Merger; (xv) Catalent’s management response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Catalent’s business, including those set forth in Catalent’s most recent Annual Report on Form 10-K and Catalent’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed or furnished by Catalent with the Securities and Exchange Commission (“SEC”); and (xvii) the risks and uncertainties that are described in the definitive proxy statement filed with the SEC on April 15, 2024 (the “Proxy Statement”). These risks, as well as other risks associated with the Merger, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, actions of governmental authorities, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Catalent’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and Catalent does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 10.1 | Form Retention Agreement | |
| 99.1 | Press Release dated May 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CATALENT, INC. | ||||||
| Date: May 29, 2024 | By: | /s/ JOSEPH FERRARO | ||||
| Name: | Joseph A. Ferraro | |||||
| Title: | Senior Vice President, General Counsel, Chief Compliance Officer & Secretary | |||||
Exhibit 10.1
SPECIAL RETENTION AWARD AGREEMENT
[•] __, 2024
[Name]
Dear [Name]:
As you may know, Catalent, Inc. (together with its successors, the “Company”) has entered into the Agreement and Plan of Merger, dated as of February 5, 2024 (the “Merger Agreement”), by and among the Company, Creek Parent, Inc. (“Parent”), and Creek Merger Sub, Inc. (“Merger Sub”). The Merger Agreement contemplates the merger of Merger Sub with and into Company with Company surviving the merger (the “Merger”) as a wholly-owned subsidiary of Parent. Following the closing of the Merger (the “Closing”), references to the Company and its affiliates set forth in this letter agreement shall include Parent and its affiliates. If the Merger Agreement is terminated prior to the Closing, you will no longer be eligible to receive the Retention Award and this letter agreement will terminate and have no further force and effect.
We consider you an integral member of the organization working toward the Closing and beyond, and ensuring business continuity through and after the Closing. Accordingly, subject to the occurrence of the Closing, you will be eligible to receive a cash retention award in the amount of $[_______] (the “Retention Award”) for your continued services through the date set forth in Section 1 below and on the following terms and conditions.
The Company and you each agree as follows:
| 1. | Retention Award. Except as provided in Section 2 below, you will be eligible to receive 50% of the Retention Award on the Closing and 50% of the Retention Award on the first anniversary of the Closing (each, a “Vesting Date”), subject to you being continuously employed by the Company or its affiliates through the applicable Vesting Date and subject to your compliance with the material terms of any agreement with the Company or its affiliates, including any non-competition, non-solicitation or confidentiality provision. The vested portion of the Retention Award will be paid as soon as reasonably practicable following each applicable Vesting Date, but no later than thirty (30) days following the applicable Vesting Date, subject to any and all applicable federal, state, local, foreign and/or other withholding taxes and all other authorized payroll deductions. |
| 2. | Termination of Employment; Forfeiture. Subject to the following sentence, you will no longer be eligible for the Retention Award if your employment is terminated for any reason by you or the Company or its affiliates prior to the Vesting Date or if you do not comply with the material terms of any agreement with the Company or its affiliates, including any non-competition, non-solicitation or confidentiality provision. Notwithstanding the foregoing, subject to your execution and non-revocation of a release of claims in a form acceptable to the Company and its affiliates and your compliance with the material terms of any agreement with the Company or its affiliates, including any non-competition, non-solicitation or confidentiality provision, if your employment is |
| terminated by the Company without “Cause” (as defined in the Company’s 2018 Omnibus Incentive Plan) prior to a Vesting Date, or you resign with “Good Reason” (as defined, if applicable, in your severance or employment agreement) prior to a Vesting Date, the Retention Award will vest in full. Subject to the conditions set forth in this Section 2, the vested portion(s) of the Retention Award will be paid to you within sixty (60) days of your termination of employment by the Company without Cause or your resignation with Good Reason, subject to any and all applicable federal, state, local, foreign and/or other withholding taxes and all other authorized payroll deductions. |
| 3. | Clawback. In the event you do not comply with the material terms of any agreement with the Company or its affiliates, including any non-competition, non-solicitation or confidentiality provision, you must repay to the Company any amounts previously paid in respect of the Retention Award within thirty (30) days following the date you receive notice of such noncompliance. |
| 4. | No Effect on Severance and Other Benefits. This letter agreement will not affect your eligibility or entitlement to receive any benefits payable to you under any severance, change of control or similar plan, policy or agreement with the Company and its affiliates. |
| 5. | Other Rights and Agreements. This letter agreement does not create any employment rights not specifically set forth herein with respect to you. Your employment remains at-will and can be terminated by the Company or any of its affiliates at any time and for any reason, with or without Cause. This letter agreement contains the entire understanding of the Company and you with respect to the subject matter hereof. |
| 6. | Confidentiality. You agree that the matters described in this letter agreement are highly confidential. Accordingly, you agree and covenant that, except as required by applicable law, you will not disclose, reveal, publish, disseminate, or discuss, directly or indirectly, to or with any other person or entity the terms of this letter agreement other than your immediate family, lawyer and tax advisor, and agree and acknowledge that any such disclosure, revelation, publication, dissemination or discussion shall result in the immediate forfeiture of the entire Retention Award. |
| 7. | Amendment. This letter agreement may be amended or revised only by written agreement signed by an authorized officer of the Company and you. |
| 8. | Binding Effect. This letter agreement shall be binding on you and your executor, administrator and heirs, but may not be assigned by you. This letter agreement may be transferred or assigned by the Company and shall be binding on the transferee or assignee. This letter agreement shall automatically be transferred or assigned to and be binding upon any successor in interest to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise. |
2
| 9. | Section 409A. The parties intend for the payments and benefits under this letter agreement to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended and intend that this letter agreement shall be construed and administered in accordance with such intention. In addition, in no event shall the timing of the execution (and non-revocation) of the release of claims described in Section 2 of this letter agreement, directly or indirectly, result in you designating the calendar year of payment, and if a payment that is subject to your execution (and non-revocation) of the release of claims could be made in more than one taxable year, payment shall be made in the later taxable year. |
| 10. | Counterparts. This letter agreement may be (a) executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement, and (b) executed and delivered by facsimile or other electronic transmission with the same effect as if a manually signed original were personally delivered. |
| 11. | Applicable Law. This letter agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof. |
[signature page follows]
3
Accordingly, the parties have executed this letter agreement as of the date first above written.
| CATALENT INC. | ||
| By: |
| |
| Name: | ||
| Title: | ||
| Agreed and Accepted: |
|
|
| [Name] |
[Signature Page – Special Retention]
Exhibit 99.1
Catalent Stockholders Approve Transaction with Novo Holdings
SOMERSET, N.J. – May 29, 2024- Catalent, Inc. (“Catalent,” NYSE: CTLT), a leader in enabling the development and supply of better treatments for patients worldwide, today announced that, at its Special Meeting of Stockholders (the “Special Meeting”) held earlier today, its stockholders voted to approve the pending transaction under which Novo Holdings A/S (“Novo Holdings”) will acquire all outstanding shares of Catalent for $63.50 per share in cash (the “Merger”).
“Today’s outcome represents an important milestone towards the closing of this transaction, and we thank our stockholders for their overwhelming support and their confidence in the future of Catalent,” said Alessandro Maselli, President and Chief Executive Officer of Catalent. “Following the closing of the transaction, we look forward to writing the next chapter for Catalent, benefiting from Novo Holdings’ expertise and resources as we continue to be a global leading independent CDMO, developing, manufacturing and supplying products that help people live better and healthier lives.”
Based on the preliminary count of the voting results from today’s Special Meeting, Catalent stockholders voted to approve the transaction with 99.2% of ballots cast in favor of the proposed transaction. Catalent anticipates filing the final voting results for its Special Meeting in a Form 8-K with the Securities and Exchange Commission, after certification by Catalent’s inspector of elections.
The transaction is expected to close towards the end of calendar year 2024, subject to customary closing conditions, including receipt of required regulatory approvals. The transaction is not subject to any financing contingency.
About Catalent
Catalent, Inc. is a global leader in enabling pharma, biotech, and consumer health partners to optimize product development, launch, and full life-cycle supply for patients around the world. With broad and deep scale and expertise in development sciences, delivery technologies, and multi-modality manufacturing, Catalent is a preferred industry partner for personalized medicines, consumer health brand extensions, and blockbuster drugs. Catalent helps accelerate over 1,500 partner programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply approximately 70 billion doses of nearly 8,000 products annually. Catalent’s expert workforce of nearly 18,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated nearly $4.3 billion in revenue in its 2023 fiscal year.
Forward-Looking Statements
This press release and any related oral statements, may include “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. These forward-looking statements are based on Catalent’s current expectations, estimates and projections regarding, among other things, the expected date of the closing and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Catalent, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target,” “project,” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Merger and the anticipated benefits thereof. These and other forward-looking statements, as well as any related oral statements, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk
factors that may cause such a difference include, but are not limited to: (i) the completion of the Merger on anticipated terms and timing, including obtaining antitrust and other regulatory approvals and clearances, and the satisfaction of other conditions to the completion of the Merger; (ii) potential litigation relating to the Merger that could be instituted by or against Catalent, Novo Holdings or their respective affiliates, directors or officers, including the effects of any outcomes related thereto; (iii) the risk that disruptions from the Merger will harm Catalent’s business, including current plans and operations; (iv) the ability of Catalent to retain and hire key personnel; (v) potential adverse reactions or changes to business or governmental relationships resulting from the announcement or completion of the Merger; (vi) continued availability of capital and financing and rating agency actions; (vii) legislative, regulatory and economic developments affecting Catalent’s business; (viii) general economic and market developments and conditions; (ix) certain restrictions during the pendency of the Merger that may impact Catalent’s ability to pursue certain business opportunities or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as Catalent’s response to any of the aforementioned factors; (xi) significant transaction costs associated with the Merger; (xii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring Catalent to pay a termination fee or other expenses; (xiv) competitive responses to the Merger; (xv) Catalent’s management response to any of the aforementioned factors; (xvi) the risks and uncertainties pertaining to Catalent’s business, including those set forth in Catalent’s most recent Annual Report on Form 10-K and Catalent’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed or furnished by Catalent with the Securities and Exchange Commission (“SEC”); and (xvii) the risks and uncertainties that are described in the definitive proxy statement filed with the SEC on April 15, 2024 (the “Proxy Statement”). These risks, as well as other risks associated with the Merger, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors presented in the Proxy Statement is, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, actions of governmental authorities, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Catalent’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and Catalent does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Contacts:
Investor Contact:
Paul Surdez
+1 (732) 537-6325
investors@catalent.com
Media Contact:
Laura Hortas
+1(609) 240-7025
media@catalent.com
Document and Entity Information |
May 29, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001596783 |
| Document Type | 8-K |
| Document Period End Date | May 29, 2024 |
| Entity Registrant Name | CATALENT, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36587 |
| Entity Tax Identification Number | 20-8737688 |
| Entity Address, Address Line One | 14 Schoolhouse Road |
| Entity Address, City or Town | Somerset |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08873 |
| City Area Code | (732) |
| Local Phone Number | 537-6200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | CTLT |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |