Juniper Pharmaceuticals has entered into a definitive agreement with 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 $139.6 million 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.

"This transaction, which has been approved unanimously by the Juniper Board of Directors following the recommendation of a special committee of independent directors, is the culmination of a diligent and extensive process to pursue strategic alternatives in order to maximize shareholder value," said Alicia Secor, Juniper's President and CEO. "Catalent's offer to acquire Juniper recognizes the value of Juniper's businesses, Juniper Pharma Services and Crinone."

"Juniper's expertise and capabilities in pharmaceutical services will further support Catalent's strategic goal to be the comprehensive partner of choice for pharmaceutical innovators," commented Jonathan Arnold, President of Catalent Oral Drug Delivery. "Juniper's proven scientific expertise in early-phase product development and supply-chain management will help our customers unlock the full potential of their molecules and provide better treatments to patients, faster."

Under the terms of the merger agreement, Catalent will 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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