CATALENT, INC. (NYSE:CTLT) Files An 8-K Entry into a Material Definitive Agreement

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CATALENT, INC. (NYSE:CTLT) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 of the Current Report on Form 8-K of Catalent, Inc. (“Catalent”) filed on September19, 2017, on September18, 2017, Catalent Pharma Solutions, Inc., a wholly owned subsidiary of Catalent (the “Buyer” and, together with Catalent and Catalent’s other direct and indirect subsidiaries, the “Company”), entered into an Interest Purchase Agreement (the “Acquisition Agreement”) with Cook Pharmica LLC, an Indiana limited liability company (“Cook Pharmica”), Cook Group Incorporated, an Indiana corporation (the “Seller”) and, solely for purposes of Section7.19 of the Acquisition Agreement, Catalent.

(a) Financial statements of businesses acquired

The historical audited balance sheet of Cook Pharmica as of December31, 2016 and the related audited statement of income, statement of parent company net investment in Pharmica and statement of cash flows for the year ended December31, 2016, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The historical unaudited balance sheet of Cook Pharmica as of June30, 2017 and the related unaudited statement of income, statement of parent company net investment in Pharmica and statement of cash flows for the six months ended June30, 2017 and 2016, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

(b) Pro forma financial information

The following unaudited pro forma financial information is filed as Exhibit 99.3 hereto and is incorporated herein by reference:

unaudited pro forma condensed combined balance sheet as of June30, 2017;
unaudited pro forma condensed combined statement of operations for the year ended June30, 2017;
notes to the unaudited pro forma condensed combined financial statements.

(d) Exhibits

ExhibitNumber

Description

23.1 Consent of Ernst& Young LLP.
99.1 Audited balance sheet of Cook Pharmica as of December31, 2016 and the related audited statement of income, statement of parent company net investment in Pharmica and statement of cash flows for the year ended December31, 2016, together with the notes thereto and the independent auditor’s report thereon.
99.2 Unaudited balance sheet of Cook Pharmica as of June30, 2017 and the related unaudited statement of income, statement of parent company net investment in Pharmica and statement of cash flows for the six months ended June30, 2017 and 2016, together with the notes thereto.
99.3 Unaudited Pro Forma Condensed Combined Financial Information, together with the notes thereto.
99.4 Risk Factors relating to the Acquisition.

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EXHIBIT LIST

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Catalent, Inc. Exhibit
EX-23.1 2 d444681dex231.htm EX-23.1 EX-23.1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements:   (1) Registration Statement (Form S-8 No. 333-197726) pertaining to the Catalent,…
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About CATALENT, INC. (NYSE:CTLT)

Catalent, Inc. provides delivery technologies and development solutions for drugs, biologics, and consumer and animal health products. Its segments include Softgel Technologies, Drug Delivery Solutions and Clinical Supply Services. The Softgel Technologies segment is engaged in the formulation, development and manufacturing of prescription and consumer health soft capsules or softgels. The Drug Delivery Solutions segment is engaged in the formulation, development and manufacturing of prescription and consumer and animal health products; blow-fill seal unit dose manufacturing; biologic cell line development; analytical and bioanalytical development, and testing services. The Clinical Supply Services segment is engaged in manufacturing, packaging, labeling, storage, distribution and inventory management for clinical trials of drugs and biologics for patient kits; FastChain clinical supply service; clinical e-solutions and informatics, and global comparator sourcing services.