Both Catalent and the Novo Nordisk Foundation have received a 'second request' from the U.S. Federal Trade Commission regarding information about their proposed $16.5 billion deal — calling into question the timing of the deal's closing.
The second request gives the FTC an additional waiting period of 30 days to review the deal following Novo and Catalent's submission of requested information and documentary materials.
In an SEC filing from May 3, Catalent said that both companies are in the process of gathering the requested information and "intend to continue to cooperate with the FTC in an effort to obtain antitrust regulatory clearance for the merger as expeditiously as possible."
This will be the second refiling for Novo. According to an Catalent SEC filing on April 3, both parties originally filed with the antitrust division and FTC on March 4, but following "informal discussions with the FTC staff," Novo withdrew its applicated and filed a new application on April 2.
As part of the megadeal, first annouced in February, Novo Holdings plans to sell three Catalent fill-finish sites and related assets acquired in the merger to subsidiary Novo Nordisk for an upfront payment of $11 billion. These sites, located in Anagni, Italy; Bloomington, Indiana, USA; and Brussels, Belgium, will be divested shortly after the merger's closing. Novo Nordisk, which already had long-standing agreements with Catalent, plans to use the newly-aquired sites to expand capacity for its weight loss and diabetes portfolio.
The companies had a targeted a close date of late 2024, and maintain that the deal is still on track, but recent FTC scrutiny of pharma deals is cause for concern.
When Amgen revealed its plans to acquire Horizon Therapeutics for $27.8 billion in December 2022, the companies expected the deal to close in the first half of 2023. But in February, the companies received a 'second request' from the FTC. The companies eventually reached a settlement with the FTC in September 2022, finally closing the deal in October.