Novo Nordisk’s Acquisition of Three Fill-Finish Sites from Novo Holdings A/S in Conjunction with the Catalent, Inc. Deal

Novo Nordisk has announced its agreement to acquire three fill-finish sites from Novo Holdings A/S as part of the transaction where Novo Holdings will acquire Catalent, Inc., a global contract development and manufacturing organization headquartered in Somerset, New Jersey (US). The acquisition, valued at an upfront payment of 11 billion USD, aligns with Novo Nordisk’s strategy to broaden its reach to individuals living with diabetes and obesity.

The three manufacturing sites, specializing in the sterile filling of drugs, are located in Anagni (Italy), Brussels (Belgium), and Bloomington (Indiana, US). Employing over 3,000 people, these sites have ongoing collaborations with Novo Nordisk. The acquisition aims to expand manufacturing capacity swiftly and at scale, providing future options and flexibility within Novo Nordisk’s existing supply network. The increased filling capacity is expected to take effect gradually from 2026 onwards.

Lars Fruergaard Jørgensen, President and CEO at Novo Nordisk, expressed satisfaction with the agreement, emphasizing its potential to serve a larger population dealing with diabetes and obesity in the future. He highlighted that the acquisition complements existing investments in active pharmaceutical ingredients facilities and offers strategic flexibility to the supply network.

The acquisition is anticipated to have a low single-digit negative impact on operating profit growth in 2024 and 2025, contingent on the closing timeline. As the acquisition is predominantly debt-financed, the previously communicated share buyback program of DKK 20 billion remains unaffected.

The completion of the acquisition is dependent on the merger of Catalent and the Novo Holdings subsidiary, projected towards the end of 2024 upon meeting customary closing conditions, including approvals by Catalent shareholders and regulatory authorities. Until the closing, Catalent will operate independently. Post-closing, Novo Nordisk will honor all customer obligations at the acquired Catalent sites.

The upfront payment of 11 billion USD includes the enterprise value for the sites implied in Novo Holdings’ acquisition of Catalent, along with additional value for specific corporate assets and liabilities associated with the acquired business. The upfront payment is subject to adjustment for transaction expenses and changes in certain net debt items until closing.

Novo Nordisk has provided financial commitments to Novo Holdings for amounts corresponding to the acquisition price for the three sites and regulatory approval process undertakings. The acquisition will take place with no recourse against Novo Holdings’ subsidiary, reflecting the terms of the Catalent merger. After completion, the parties will provide mutual transition services under customary terms and conditions.

Novo Nordisk’s Board of Directors, having received a fairness opinion from independent financial advisor Evercore, has approved the acquisition, deeming it in the best interest of the company and its shareholders. Evercore concluded that the consideration for the three manufacturing sites is fair from a financial perspective.

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