Juniper agrees to be acquired by Catalent for $11.50 per share

Juniper Pharmaceuticals (JNP) announced it has entered into a definitive agreement with Catalent (CTLT) for Catalent to acquire all of the outstanding shares of Juniper at a price of $11.50 per share in cash. The transaction represents a total equity value of approximately $139.6M on a fully-diluted basis, and a premium of 59.7% to Juniper’s unaffected share price on January 30, 2018, the last trading day prior to the date on which Juniper announced its intention to explore strategic alternatives. Under the terms of the merger agreement, Catalent will promptly commence a tender offer to acquire all of the outstanding shares of Juniper’s common stock at a price of $11.50 per share. The closing of the tender offer will be subject to a majority of Juniper’s outstanding shares being tendered in the tender offer. In addition, the transaction is subject to other customary closing conditions. Following completion of the tender offer, Catalent will acquire all remaining shares at the same price of $11.50 per share through a second step merger. The closing of the transaction is expected to take place in the third quarter of 2018. Rothschild & Co is acting as financial advisor and Goodwin Procter LLP is acting as legal counsel to Juniper. Chestnut Securities also provides advisory services to Juniper.

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