Novo Holdings A/S announced that it will acquire Catalent, Inc. in an all-cash transaction that values Catalent at $16.5 billion on an enterprise value basis. The purchase price represents a premium of 16.5% to the closing price of Catalent’s common stock as of February 2, 2024, the last trading day prior to the announcement, and a 47.5% premium to the 60-day volume-weighted average price as of February 2, 2024.
Catalent is a contract development and manufacturing organization (CDMO) partner for personalized medicines, blockbuster drugs and consumer health brand extensions. The company was formed in April 2007 when affiliates of the Blackstone Group acquired the core of the pharmaceutical technologies and services (PTS) segment of Cardinal Health, Inc. Cardinal Health created PTS through a series of acquisitions starting with R.P. Scherer Corporation in 1998. According to its most recent financial report, Catalent generated more than $4.8 billion in revenue in its 2022 fiscal year, and more than $1.1 billion in EBITDA.
Novo Holdings is a private limited liability company wholly owned by the Novo Nordisk Foundation. It is the holding company of the Novo Group and is responsible for managing the Novo Nordisk Foundation’s assets.
Of Catalent’s more than 50 global sites, Novo Holdings intends to sell three Catalent fill-finish sites and related assets after closing the transaction. These sites are located in Anagni, Italy; Bloomington, Indiana; and Brussels, Belgium. Following the closing of the merger, shares of Catalent will no longer trade on the New York Stock Exchange and Catalent will become a private company. The transaction is expected to end towards the end of 2024.
Citigroup and J.P. Morgan are acting as financial advisors to Catalent. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Catalent and Jones Day is serving as legal advisor to the Catalent Board of Directors. Morgan Stanley is acting as financial advisor to Novo Holdings and Goodwin Procter LLP is serving as legal advisor to Novo Holdings.
According to data captured in the LevinPro HC database, this acquisition marks the fourth CDMO transaction of the year. There were 21 CDMO transactions announced during 2023, and 39 during 2022.
The acquisition of Catalent marks the largest healthcare deal by purchase price announced so far during 2024, as well as the largest CDMO deal announced to date. In 2023, the largest healthcare transaction was Pfizer’s acquisition of Seagen for approximately $43 billion, announced in March 2023.
