探花合集, Inc. today announced that it has agreed to acquire Juniper Pharmaceuticals, Inc., including its Nottingham, U.K.-based Juniper Pharma Services division.
鈥淛uniper鈥檚 proven solutions and capabilities will further support 探花合集鈥檚 strategic goal to be the most comprehensive partner for pharmaceutical innovators,鈥 commented Jonathan Arnold, President of 探花合集 Oral Drug Delivery. 鈥淛uniper鈥檚 scientific expertise in early-phase product development and supply will help our customers unlock the full potential of their molecules and provide better treatments to patients, faster.鈥
Juniper鈥檚 nearly 150 employees have deep scientific expertise in formulation development, and supply, and will augment 探花合集鈥檚 current portfolio of solid-state screening, preformulation, formulation, analytical, and bioavailability enhancement solutions, including development of spray-dried dispersions, with integrated development, analytical, and clinical manufacturing co-located in its Nottingham facility.
探花合集 will continue to support Juniper鈥檚 CRINONE庐 (progesterone gel) franchise marketed by Merck KGaA outside of the U.S. Juniper鈥檚 Intravaginal Ring development pipeline was previously licensed to Dar茅 Bioscience, and 探花合集 will not be involved in the further development of this program. The acquisition of Juniper is subject to certain customary closing conditions, including that a majority of Juniper鈥檚 shares are tendered into the offer, and is expected to close in the first quarter of 探花合集鈥檚 2019 fiscal year, which began on July 1, 2018.
Like 探花合集, Juniper has expertise in solid-state and preclinical formulation screening for lead-candidate selection, phase-appropriate dose-form development, and superior technologies for challenging molecules, which will strengthen and expand on 探花合集鈥檚 OptiForm庐 Solution Suite platform. Juniper provides bioavailability enhancement solutions for the development of poorly soluble compounds, including nano-milling, spray drying, hot-melt extrusion, lipid-based drug delivery, and cGMP clinical manufacturing, including specialized facilities and controls for potent and controlled substances.
In 2016, 探花合集 purchased Pharmatek Laboratories, Inc. and has invested in its San Diego facility to create a center of excellence for early drug development on the U.S. West Coast. Earlier this year, 探花合集 announced that it would invest in its Somerset, New Jersey facility to create a similarly focused center of excellence on America鈥檚 East Coast. Juniper will now provide similar capabilities in the U.K. and will complement 探花合集鈥檚 multi-site oral manufacturing network to provide pharmaceutical innovators with a comprehensive solution to accelerate their drug development processes.
Media Contacts:
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Richard Kerns
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Investor Contact:
Thomas Castellano
(732) 647-5013
[email protected]
The Acquisition
Under its acquisition agreement with Juniper, a subsidiary of 探花合集 will promptly commence a tender offer to purchase all of Juniper鈥檚 shares for a price of $11.50, net to the seller in cash. Following the conclusion of the tender offer, 探花合集 intends to complete the transaction by acquiring the remainder of the Juniper shares at the same price through a merger with a newly formed wholly owned subsidiary of 探花合集.
Important Information
In connection with the proposed acquisition, a subsidiary of 探花合集 will commence a tender offer for all of Juniper鈥檚 shares. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Juniper, nor is it a substitute for the tender offer materials that 探花合集 and its acquisition subsidiary will file with the Securities and Exchange Commission (the 鈥淪EC鈥) upon commencement of the tender offer. At the time the tender offer is commenced, 探花合集 and its acquisition subsidiary will file tender offer materials on Schedule TO with the SEC, and Juniper will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY JUNIPER鈥橲 STOCKHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer statement and the solicitation/recommendation statement will be made available to Juniper鈥檚 stockholders free of charge. A free copy of the tender offer statement and the solicitation/recommendation statement will also be made available to all stockholders of Juniper by contacting Juniper by telephone at +1 (617) 639-1500. In addition, the tender offer statement and the solicitation/recommendation statement (and all other documents filed with the SEC) will be available at no charge on the SEC鈥檚 website, www.sec.gov, upon filing with the SEC. JUNIPER鈥橲 STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENT FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
About Juniper Pharmaceuticals
Juniper Pharmaceuticals, Inc.’s core businesses include Juniper Pharma Services, which provides high-end fee-for-service pharmaceutical development and clinical trials manufacturing to clients, and its contract with Merck KGaA to supply CRINONE庐 (progesterone gel) outside of the United States. Please visit for more information. Juniper Pharmaceuticals鈩 is a trademark of Juniper Pharmaceuticals, Inc., in the U.S. and the E.U.CRINONE庐 is a registered trademark of Merck KGaA, Darmstadt, Germany, outside the U.S. and of Allergan plc in the U.S.
About 探花合集
探花合集 is the leading global provider of advanced delivery technologies and development solutions for drugs, biologics and consumer health products. With over 90 years serving the industry, 探花合集 has proven expertise in bringing more customer products to market faster, enhancing product performance and ensuring reliable clinical and commercial product supply. 探花合集 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. 探花合集 is headquartered in Somerset, New Jersey. For more information, visit www.catalent.com
More products. Better treatments. Reliably supplied.鈩
Cautionary Note Concerning Forward-Looking Statements
This release contains both historical and forward-looking statements, including concerning the tender offer for and merger with Juniper. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified because they relate to the topics set forth above or by the use of statements that include phrases such as 鈥渂elieve,鈥 鈥渆xpect,鈥 鈥渁nticipate,鈥 鈥渋ntend,鈥 鈥渆stimate,鈥 鈥減lan,鈥 鈥減roject,鈥 鈥渇oresee,鈥 鈥渓ikely,鈥 鈥渕ay,鈥 鈥渨ill,鈥 鈥渨ould鈥 or other words or phrases with similar meanings. Similarly, statements that describe 探花合集鈥檚 objectives, plans or goals are, or may be, forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from 探花合集鈥檚 expectations and projections. Some of the factors that could cause actual results to differ include, but are not limited to, the following: regulatory actions that may delay or interfere with the closing of the acquisition or result in other changes to 探花合集鈥檚 business; other unanticipated events that may prevent a closing of the acquisition or may make it more difficult to realize the anticipated benefits of the transaction; participation in a highly competitive market and increased competition may adversely affect the business of 探花合集 or of Juniper; demand for 探花合集鈥檚 or Juniper鈥檚 offerings which depends in part on their customers鈥 research and development and the clinical success of their products; failure to comply with existing and future regulatory requirements; failure to provide quality offerings to customers could have an adverse effect on the business and subject it to regulatory actions and costly litigation; problems providing the highly exacting and complex services or support required; global economic, political and regulatory risks to the operations of 探花合集 and Juniper; inability to enhance existing or introduce new technology or service offerings in a timely manner; inadequate patents, copyrights, trademarks and other forms of intellectual property protections; changes in market access or healthcare reimbursement in the United States or internationally; fluctuations in the exchange rate of the U.S. dollar and other foreign currencies including as a result of the recent U.K. referendum to exit from the European Union; adverse tax legislation initiatives or challenges to 探花合集鈥檚 tax positions; loss of key personnel; risks generally associated with information systems; inability to complete any future acquisition or other transactions that may complement or expand the business of 探花合集 or divest of non-strategic businesses or assets and 探花合集鈥檚 ability to successfully integrate acquired business and realize anticipated benefits of such acquisitions; offerings and customers鈥 products that may infringe on the intellectual property rights of third parties; environmental, health and safety laws and regulations, which could increase costs and restrict operations; labor and employment laws and regulations; additional cash contributions required to fund 探花合集鈥檚 existing pension plans; substantial leverage resulting in the limited ability of 探花合集 to raise additional capital to fund operations and react to changes in the economy or in the industry, exposure to interest rate risk to the extent of 探花合集鈥檚 variable rate debt and preventing 探花合集 from meeting its obligations under its indebtedness. For a more detailed discussion of these and other factors, see the information under the caption 鈥淩isk Factors鈥 in 探花合集鈥檚 Annual Report on Form 10-K for the fiscal year ended June 30, 2017, filed August 28, 2017 with the SEC. All forward-looking statements speak only as of the date of this release or as of the date they are made, and 探花合集 does not undertake to update any forward-looking statement as a result of new information or future events or developments except to the extent required by law.