Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

1.On February 5, 2024, (i) Novo Holdings A/S (“Novo Holdings”), and Catalent, Inc. (“Catalent”) entered into an agreement whereby Novo Holdings will acquire all outstanding shares in Catalent for a purchase price of approx. USD 16.5 billion (approx. EUR 15.4 billion); and (ii) Novo Holdings and Novo Nordisk A/S (“Novo Nordisk”) entered into an interim investment agreement that outlines the structure of the envisaged transfer by Novo Holdings of Catalent’s sites in Brussels (Belgium), Anagni (Italy), and Bloomington (U.S.) (the “Carveout Sites”) to Novo Nordisk against payment of approx. USD 11 billion (approx. EUR 10.2 billion) (the “Transaction”).

The Transaction involves two steps which are planned to occur in immediate succession:

(i) at closing of the Transaction, a wholly-owned indirect subsidiary of Novo Holdings, Creek Merger Sub Inc., will merge with and into Catalent, with Catalent being the surviving entity as a wholly-owned indirect subsidiary of Novo Holdings. This first step leads to an acquisition of control, within the meaning of Article 3(1)(b) of the EU Merger Regulation, over Catalent by Novo Holdings; and

(ii) immediately after closing of step one, Novo Holdings will transfer the Carveout Sites to Novo Nordisk by means of a transfer of shares in the Catalent subsidiaries that own the Carveout Sites and hold the customer and supplier agreements for these sites. This second step of the overall Transaction represents an intra-group transfer for EUMR purposes that does not constitute a separate concentration.

3.Novo Holdings is a holding and investment company headquartered in Copenhagen, Denmark. It is responsible for the management of the assets of Novo Nordisk Fonden (“the Novo Nordisk Foundation”), which owns 100% of the shares of Novo Holdings, through strategic investments in the life sciences and related areas and through investments of a financial and venture capital nature in a broad portfolio of companies. Novo Holdings is the controlling shareholder of Novo Nordisk and various other companies, including Novonesis A/S and NNIT A/S.

4.Novo Nordisk is a global healthcare company headquartered in Bagsværd, Denmark, with a focus on developing treatments for metabolic disorders such as diabetes and obesity, as well as chronic diseases such as inter alia, hemophilia and growth disorders. It is controlled by Novo Holdings (which holds 28.1% of the total share capital and

controls 77.1% of the total voting rights), although it is operationally independent from it and governed by an independent board of directors.

5.Catalent, currently headquartered in Somerset, New Jersey, U.S.,is a global contract development and manufacturing organization which provides third-party development and manufacturing solutions to companies in the pharmaceutical, biotech, and consumer health industries. Catalent’s shares are listed on the New York Stock Exchange (“NYSE”) and are in free float. Catalent is not controlled by any person or entity.

Following Catalent’s agreement to sell its facility in Somerset, NJ to Ardena, the new location of the corporate headquarters will be announced at a later date.

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111

Commission européenne/Europese Commissie, 1049 Bruxelles/Brussel, BELGIQUE/BELGIË - Tel. +32 22991111