Catalent Pharma Solutions Announces Cash Tender Offer for up to $250 Million of Its 9-1/2%/10-1/4% Senior PIK-Election Notes due 2015

SOMERSET, N.J., Sept. 4, 2012 /PRNewswire/ -- Catalent Pharma Solutions, Inc. ("Catalent") announced today that it has commenced an offer to purchase for cash (the "Offer") up to $250 million (the "Tender Cap") aggregate principal amount of its outstanding 9-1/2%/10-1/4% Senior PIK-Election Notes due 2015 (the "Notes"). The terms and conditions of the Offer are described in the Offer to Purchase, dated September 4, 2012 (the "Offer to Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal").

The following table identifies the Notes to which the Offer relates, Tender Offer Consideration, Early Tender Payment and Total Consideration (each as defined below) offered pursuant to the Offer. The Tender Offer Consideration will equal the Total Consideration less the Early Tender Payment set forth in the table below.

(1) Per $1,000 principal amount of Notes tendered and accepted for purchase.

(2) Inclusive of the Early Tender Payment.

The Offer will expire at 11:59 p.m., New York City time, on October 1, 2012 unless extended by Catalent (such time and date, as may be extended, the "Expiration Date"). Holders of Notes that validly tender and do not validly withdraw their Notes in the Offer at or prior to 5:00 p.m., New York City time, on September 17, 2012 (the "Early Tender Date"), and whose Notes are accepted for purchase by Catalent will be entitled to receive the total consideration of $1,027.50 per $1,000 principal amount of Notes tendered and accepted for purchase (the "Total Consideration"), which includes the early tender payment of $27.50 per $1,000 principal amount of Notes tendered and accepted for purchase (the "Early Tender Payment"). Holders of Notes that are tendered in the Offer after the Early Tender Date but at or prior to the Expiration Date and are accepted for purchase by Catalent will receive in respect of their Notes purchased the tender offer consideration of $1,000.00 per $1,000 principal amount of such Notes (the "Tender Offer Consideration"), which is equal to the Total Consideration less the Early Tender Payment. In addition, holders of Notes accepted for purchase will receive payment of accrued and unpaid interest on their purchased Notes from the last interest payment date applicable to such Notes to, but not including, the applicable date of payment for such Notes ("Accrued Interest").

Catalent may accept for purchase on a business day after the Early Tender Date and prior to the Final Settlement Date (as defined below), subject to the satisfaction or waiver of the conditions to the Offer, a portion of the Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date. Because Catalent is offering to purchase only a portion of the Notes outstanding, on any Early Settlement Date Catalent expects to accept for purchase and pay for a principal amount of Notes equal to (i) the principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date multiplied by (ii) the "Early Acceptance Factor", which will equal the fraction, (a) the numerator of which will be equal to the Tender Cap and (b) the denominator of which will be equal to the principal amount of Notes outstanding at the commencement of the Offer, subject to the proration procedures described in the Offer to Purchase. Catalent may elect not to exercise its early acceptance right, in which event any Notes to be purchased pursuant to the Offer will be purchased on the Final Settlement Date. With respect to any Notes accepted for purchase prior to the Final Settlement Date, payment of the Total Consideration for such Notes accepted for purchase will be made on such date by Catalent's deposit with The Depository Trust Company ("DTC") of the aggregate Total Consideration for Notes accepted for purchase on such date, together with an amount equal to Accrued Interest. Any date on which early acceptance for purchase and settlement occurs is referred to herein as the "Early Settlement Date".

Subject to the terms and conditions set forth herein (including the Tender Cap and the application of the proration procedures described in the Offer to Purchase) and in the Letter of Transmittal, promptly following the Expiration Date Catalent intends to accept for purchase and pay for a principal amount of Notes equal to (i) the Notes validly tendered and not validly withdrawn pursuant to the Offer that remain unpurchased following any Early Settlement Date, multiplied by (ii) the "Final Acceptance Factor", which will equal the fraction, (a) the numerator of which will be equal to the Tender Cap less the principal amount of Notes purchased on any Early Settlement Date and (b) the denominator of which will be equal to the total principal amount of Notes tendered in the Offer and not purchased on any Early Settlement Date, subject to the proration procedures described in this Offer to Purchase. On such date Catalent will deposit with DTC the aggregate amount of funds required to purchase Notes accepted on such date, together with an amount equal to the applicable Accrued Interest. Any date on which final acceptance for purchase and settlement occurs is referred to herein as the "Final Settlement Date".

Notwithstanding any other provision of the Offer, Catalent's obligation to accept for purchase and to pay for Notes that are validly tendered and not validly withdrawn pursuant to the Offer is subject to the Tender Cap. If Notes are validly tendered and not validly withdrawn such that the principal amount tendered exceeds the Tender Cap, Catalent may decline to accept for purchase Notes in an aggregate principal amount exceeding the Tender Cap.

The obligation of Catalent to accept for purchase and pay for Notes validly tendered pursuant to the Offer is conditioned on satisfaction or waiver of a number of conditions set forth in the Offer to Purchase, including the financing condition described in the Offer to Purchase. The Offer is not conditioned upon any minimum principal amount of Notes being tendered.

Holders may withdraw Notes validly tendered at any time prior to 5:00 p.m., New York City time on September 17, 2012 but, except as provided in the Offer to Purchase or required by law, after such time Notes may not be validly withdrawn. Notes validly withdrawn may be retendered at any time at or prior to the Expiration Date.

The complete terms and conditions of the Offer are set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of the Notes. Holders are encouraged to read those documents carefully before taking action with respect to the Offer.

Morgan Stanley & Co. LLC is the Dealer Manager for the Offer. Questions regarding the Offer may be directed to them at 1 (800) 624-1808 (toll free) or 1 (212) 761-1057 (direct). D.F. King & Co., Inc. has been retained as tender agent and information agent for the Offer. Requests for documents may be directed to D. F. King & Co., Inc. by telephone at 1 (800) 290-6427 (toll free) or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005, Attention: Elton Bagley. Catalent is making the Offer only by, and pursuant to the terms and conditions set forth in, the Offer to Purchase and the related Letter of Transmittal.

This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

SOURCE Catalent Pharma Solutions, Inc.