ROLLOVER AGREEMENTRollover Agreement • August 27th, 2019 • Catalent, Inc. • Pharmaceutical preparations • Delaware
As you know, on April 14, 2019, Paragon Bioservices, Inc. (“Paragon”) entered into an Agreement and Plan of Merger with Catalent, Inc., (“Catalent”), Catalent Pharma Solutions, Inc. (“Buyer”), Catalent Holdco I Inc. (“Merger Sub”), and Pearl Shareholder Representative, LLC (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Paragon and Paragon will become a wholly owned, indirect subsidiary of Catalent. You have requested to receive an option to acquire shares of the common stock, par value $0.01, of Catalent (“Catalent Shares”) in lieu of that portion of the Merger Consideration which the Rollover Option (as defined below) would otherwise have been entitled to receive in cash (absent the Merger Amendment (as defined below)), and Catalent is willing to do so, subject to the terms and conditions set forth in this Rollover Agreement, the Merger Agreement, and that certain amendment to the Merger Agreement dated as of the date of this Rollover Agreement by and
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 27th, 2019 • Catalent, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of May 9, 2019 (this “Amendment”), is made by and between Catalent Pharma Solutions, Inc., a Delaware corporation (“Buyer”) and Paragon Bioservices, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as hereinafter defined).
