SOMERSET, N.J.–(BUSINESS WIRE)–Catalent, Inc. (“Catalent”) (NYSE: CTLT) has been notified of an unsolicited “mini-tender offer” by TRC Capital Investment Corporation (“TRC”) to purchase up to 2,000,000 shares of Catalent’s common stock at a price of $42.95 per share in cash. TRC’s offer price is approximately 4.43% lower than the $44.94 closing price of Catalent’s common stock on April 24, 2023, the last trading day prior to the date of the mini-tender offer (April 25, 2023).
Catalent does not endorse TRC’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares in response to this unsolicited mini-tender offer because the offer is at a price below the current market price of Catalent’s common stock and is subject to numerous other conditions.
Catalent is not affiliated or associated in any way with TRC, its mini-tender offer or the offer documentation. TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that are designed to protect investors. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under United States federal securities laws.
The SEC has issued “Tips for Investors” regarding mini-tender offers, cautioning investors that some bidders, in making the offers at below-market prices, are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.
Catalent urges stockholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor, and to exercise caution with respect to TRC’s mini-tender offer.
Catalent recommends that stockholders who have not responded to TRC’s mini-tender offer take no action. Catalent stockholders who have already tendered their shares may withdraw their shares by providing the written notice described in TRC’s offering documents prior to the expiration of the mini-tender offer, currently scheduled for 12:01 a.m., New York City time, on May 24, 2023, unless the offer is extended or earlier terminated.
Catalent urges brokers, dealers and other market participants to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Catalent requests that a copy of this news release be included with all distributions of materials relating to TRC’s mini-tender offer.
Catalent, Inc. (NYSE: CTLT), an S&P 500® company, is the 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 1,000 partner programs and launch over 150 new products every year. Its flexible manufacturing platforms at over 50 global sites supply around 80 billion doses of nearly 8,000 products annually. Catalent’s expert workforce of approximately 18,000 includes more than 3,000 scientists and technicians. Headquartered in Somerset, New Jersey, the company generated nearly $5 billion in revenue in its 2022 fiscal year. For more information www.catalent.com.
Paul Surdez, Catalent, Inc.
+44 (0)7580 041073