Item 8.01. Other Events.
As previously reported, on February 5, 2024, Catalent, Inc., a Delaware corporation (“Catalent” or the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”), with Creek Parent, Inc. (“Parent”), a Delaware corporation and a wholly owned subsidiary of Novo Holdings A/S (“Novo Holdings”), and Creek Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein and in accordance with the General Corporation Law of the State
of Delaware, Merger Sub will be merged with and into Catalent (the “Merger”), with Catalent surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger Agreement and the transactions contemplated thereby,
Catalent filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on April 15, 2024 (the “Proxy Statement”).
Stockholders Litigation and Supplemental Proxy Statement Disclosures
In connection with the proposed Merger, three purported Catalent stockholders have filed lawsuits alleging that certain disclosures made in the Proxy Statement
were materially false and misleading: Garfield v. Barber, et al., C.A. No. SOM-C-012027-24 (N.J. Super. Ct.), which was
filed in the Superior Court of New Jersey; Moore v. Catalent, Inc., et al., No. 652403/2024 (N.Y. Sup. Ct.), which was filed in the Supreme Court of New York; and Clark v. Catalent, Inc., et al., No. 652407/2024 (N.Y. Sup.
Ct.), which was filed in the Supreme Court of New York. The aforementioned lawsuits are collectively referred to as the “Actions.”
The Actions
allege, among other things, that certain disclosures in the Proxy Statement filed in connection with the Merger Agreement omitted certain purportedly material information. The Garfield Action asserts violations of New Jersey Uniform
Securities Law § 49:3-71 and negligent misrepresentation and concealment and negligence under New Jersey common law. The Moore and Clark Actions each assert a single claim for breach of
fiduciary duty.
In addition, approximately thirteen demand letters have been served on Catalent by purported Company stockholders challenging the
adequacy of certain disclosures made in the Proxy Statement (collectively, the “Demand Letters”).
Catalent believes that the allegations in the
Actions and Demand Letters are without merit.
Catalent and other named defendants in the Actions deny that they have violated any laws or breached any
duties to Catalent’s stockholders, deny all allegations in the Actions and Demand Letters, and believe that no supplemental disclosure to the Proxy Statement was or is required under any applicable law, rule or regulation. However, solely to
eliminate the burden and expense of potential litigation, to moot certain of plaintiffs’ disclosure claims, to avoid potential delay or disruption to the Merger, and to provide additional information to Catalent’s stockholders, Catalent
has determined to voluntarily supplement the Proxy Statement with the below disclosures. Catalent believes that the disclosures set forth in the Proxy Statement comply fully with applicable law and nothing in the below supplemental disclosures will
be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein.
To the extent that
information in the below supplemental disclosures differs from, or updates information contained in, the Proxy Statement, the information in the below supplemental disclosures will supersede or supplement the information in the Proxy Statement.
Except as otherwise described in the below supplemental disclosures or the documents referred to, contained in or incorporated by reference herein, the Proxy Statement, the annexes to the Proxy Statement and the documents referred to, contained in
or incorporated by reference in the Proxy Statement are not otherwise modified, supplemented or amended.
Supplemental Disclosures
The following information supplements the Proxy Statement, and should be read in conjunction with the Proxy Statement, which should be read in its entirety,
including the annexes thereto. All page references in the information below are references to pages in the Proxy Statement, and the terms used below have the meanings set forth in the Proxy Statement.
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1. |
The disclosure under the heading “The Merger (Proposal 1) – Background of the Merger” is hereby
amended and supplemented by adding the text below as a new paragraph at the end of the section on page 48 of the Proxy Statement: |
As of the date of this proxy statement, there have been no substantive discussions or negotiations with respect to post-closing employment or
equity arrangements for any of Catalent’s executive officers and none of Catalent’s executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or