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.
