BOSTON, July 3, 2018 /PRNewswire/ -- Juniper
Pharmaceuticals, Inc. (Nasdaq: JNP), a diversified healthcare
company with core businesses of its CRINONE®
(progesterone gel) franchise and fee-for-service contract
development and manufacturing organization (CDMO) Juniper Pharma
Services (JPS), today announced it has entered into a definitive
agreement with Catalent, Inc. for Catalent to acquire all of the
outstanding shares of Juniper at a price of $11.50 per share in cash.
The transaction represents a total equity value of approximately
$139.6 million on a fully-diluted
basis, and a premium of 59.7% to Juniper's unaffected share price
on January 30, 2018, the last trading
day prior to the date on which Juniper announced its intention to
explore strategic alternatives.
"This transaction, which has been approved unanimously by the
Juniper Board of Directors following the recommendation of a
special committee of independent directors, is the culmination of a
diligent and extensive process to pursue strategic alternatives in
order to maximize shareholder value," said Alicia Secor, Juniper's President and CEO.
"Catalent's offer to acquire Juniper recognizes the value of
Juniper's businesses, Juniper Pharma Services and CRINONE."
"I want to thank both the management team and the special
committee of the Board of Directors for conducting a robust process
to identify the optimal transaction for Juniper," said James A. Geraghty, Chairman of the Juniper Board
of Directors. "Following their diligent review and recommendation,
I am confident that this offer is in the best interest of Juniper's
shareholders."
"Juniper's expertise and capabilities in pharmaceutical services
will further support Catalent's strategic goal to be the
comprehensive partner of choice for pharmaceutical innovators,"
commented Jonathan Arnold, President
of Catalent Oral Drug Delivery. "Juniper's proven scientific
expertise in early-phase product development and supply-chain
management will help our customers unlock the full potential of
their molecules and provide better treatments to patients,
faster."
"We've been impressed with the strength of the Company's
management team, depth of scientific experience and demonstrated
success in GMP manufacturing and a broad base of enabling
technologies. Juniper's high caliber platform represents a solid
addition to our portfolio and we look forward to joining forces,"
continued Mr. Arnold.
Terms of the agreement
Under the terms of the merger agreement, Catalent will promptly
commence a tender offer to acquire all of the outstanding shares of
Juniper's common stock at a price of $11.50 per share. The closing of the tender offer
will be subject to a majority of Juniper's outstanding shares being
tendered in the tender offer. In addition, the transaction is
subject to other customary closing conditions.
Following completion of the tender offer, Catalent will acquire
all remaining shares at the same price of $11.50 per share through a second step merger.
The closing of the transaction is expected to take place in the
third quarter of 2018.
Rothschild & Co is acting as financial advisor and Goodwin
Procter LLP is acting as legal counsel to Juniper. Chestnut
Securities also provides advisory services to Juniper.
About Juniper Pharmaceuticals
Juniper Pharmaceuticals, Inc.'s core businesses include its
CRINONE® (progesterone gel) franchise and Juniper Pharma
Services, which provides high-end fee-for-service pharmaceutical
development and clinical trials manufacturing to clients. Please
visit www.juniperpharma.com for more information.
Juniper Pharmaceuticals™ is a trademark of Juniper
Pharmaceuticals, Inc., in the U.S. and EU.
CRINONE® is a registered trademark of Merck KGaA,
Darmstadt, Germany, outside the
U.S. and of Allergan plc in the U.S.
About Catalent
Catalent is the leading global
provider of advanced delivery technologies and development
solutions for drugs, biologics and consumer health products. With
over 80 years serving the industry, Catalent has proven expertise
in bringing more customer products to market faster, enhancing
product performance and ensuring reliable clinical and commercial
product supply. Catalent employs approximately 11,000 people,
including over 1,400 scientists, at more than 30 facilities across
five continents, and in fiscal 2017 generated over $2 billion in annual revenue. Catalent is
headquartered in Somerset, New
Jersey. For more information, visit www.catalent.com.
Important Information
In connection with the proposed
acquisition, a wholly owned subsidiary of Catalent, Inc. will
commence a tender offer for the outstanding shares of Juniper
common stock. The tender offer has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Juniper, nor is it a substitute for the tender offer materials that
Catalent and its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. At the time the tender offer is
commenced, Catalent and its acquisition subsidiary will file tender
offer materials on Schedule TO with the SEC, and Juniper will file
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY
JUNIPER'S STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE TENDER OFFER. Both the tender offer statement and the
Solicitation/Recommendation Statement will be made available to
Juniper's stockholders free of charge. A free copy of the tender
offer statement and the solicitation/recommendation statement will
also be made available to all stockholders of Juniper by contacting
Juniper by phone at (617) 639-1500. In addition, the tender offer
statement and the solicitation/recommendation statement (and all
other documents filed with the SEC) will be available at no charge
on the SEC's website: www.sec.gov, upon filing with the SEC, as
well as on the investor relations page of Juniper's website at
www.juniperpharma.com. JUNIPER'S STOCKHOLDERS ARE ADVISED TO READ
THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE AND BEFORE THEY MAKE
ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES THERETO.
Forward Looking Statements
This press release contains "forward-looking statements," within
the meaning of the Private Securities Litigation Reform Act of
1995, about the expected timetable for completing the
transaction and Juniper's beliefs, the tender offer process, and
the subsequent merger of a Catalent subsidiary with and into
Juniper, including the timing of and the satisfaction or waiver of
closing conditions to the acquisition, and the potential
effects of the acquisition on both Catalent and Juniper, are
forward-looking statements that are based on management's
beliefs, certain assumptions and current expectations and
should be evaluated as such. Management believes that these
forward-looking statements are reasonable as and when made.
However, such forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause actual
results to differ materially from those projected in the
forward-looking statements. These risks and uncertainties
include, but are not limited to, general economic, business and
market conditions and the satisfaction of the conditions to closing
of the proposed transaction, as well as the risk that Juniper's
stockholders fail to tender a majority of Juniper's shares on a
fully diluted basis into the tender offer, which is a condition of
consummating the tender offer and the merger. For a more complete
discussion of certain risks and uncertainties that could cause
actual results to differ from those contained in the
forward-looking statements with respect to Juniper's
forward-looking statements, please review the Company's
reports filed with the SEC, including, but not limited to, its
Annual Report on Form 10-K for the period ended December 31, 2017, subsequent filings with the
SEC as well as the tender offer documents to be filed by
Catalent, its acquisition subsidiary and Juniper. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are
made. These statements are based on management's current
expectations, and Juniper does not undertake any
responsibility to revise or update any
forward-looking statements contained herein, except as
expressly required by law.
Investor Contact:
Argot Partners
Laura Perry or Heather Savelle
212-600-1902
laura@argotpartners.com
heather@argotpartners.com
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SOURCE Juniper Pharmaceuticals, Inc.
