| Item 2.02 | Results of Operations and Financial Condition. |
On August 30, 2021, Catalent, Inc. (the “Company”) issued an earnings release setting forth the Company’s fourth quarter ended June 30, 2021 financial results. The earnings release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the information contained in this Item 2.02 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
| Item 7.01 | Regulation FD Disclosure. |
On August 30, 2021, the Company issued a press release announcing the Bettera Acquisition (as defined in Item 8.01 below). A copy of the press release is furnished as Exhibit 99.2 hereto and is hereby incorporated by reference into this Item 7.01.
As provided in General Instruction B.2 of Form 8-K, Exhibit 99.2 and the information contained in this Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, nor shall they be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
On August 29, 2021, Catalent Pharma Solutions, Inc. (“Operating Company”), a Delaware corporation and a wholly owned subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Acquisition Agreement”) with Bettera Holdings, LLC, a Delaware limited liability company (“Bettera”), the members of Bettera (the “Sellers”), and Highlander Partners Candy, LLC, in its capacity as the Representative (as defined in the Acquisition Agreement).
Pursuant to the terms and conditions of the Acquisition Agreement, at the closing, Operating Company will acquire 100% of the outstanding equity interests of Bettera for an aggregate nominal purchase price of approximately $1.0 billion in cash (the “Bettera Acquisition”), subject to customary adjustments. The Bettera Acquisition is expected to close in the second quarter of the Company’s fiscal 2022, subject to customary closing conditions. The Acquisition Agreement contains customary representations, warranties, and covenants of the parties. Operating Company expects to finance the Bettera Acquisition and related costs, fees, and expenses with cash on hand, existing credit facilities and, depending on market conditions, new debt financing. The closing of the Bettera Acquisition is not contingent on any financing activity.
The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The Acquisition Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the Company or Bettera, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Bettera Acquisition, or the other transactions contemplated by the Acquisition Agreement. The Acquisition Agreement and this summary should not be relied upon as disclosure about the Company or Bettera. No third party should rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or conditions of the Company, Bettera, or any of their respective subsidiaries or affiliates. The Acquisition Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of
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