Angelini Pharma to Acquire Catalyst Pharmaceuticals for $31.50 per Share

Angelini Pharma and Catalyst Pharmaceuticals (CPRX) announced that they have entered into a definitive agreement pursuant to which Angelini Pharma has agreed to acquire all outstanding shares of Catalyst for $31.50 per share in cash, for a total equity value of approximately $4.1B which represents a 21% premium to Catalyst's unaffected closing share price on April 22, the last trading day before market signs that the transaction had become public information, as well as a 28% premium to the 30-day volume-weighted average trading price to that unaffected date. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the third quarter of 2026. The transaction will be carried out with the participation of Blackstone (BX) funds and select international partners, and will be financed with the support of BNP Paribas, acting as sole global coordinator and underwriter of the financing package. Following completion of the acquisition, Angelini Pharma intends to integrate Catalyst's portfolio and commercial infrastructure with its own products in Brain Health. Under the terms of the agreement, a subsidiary of Angelini Pharma will merge with and into Catalyst, and, following the merger, Catalyst will survive as a wholly owned subsidiary of Angelini Pharma. Angelini Pharma expects to finance the acquisition with a combination of cash and debt. The acquisition is not subject to any financing condition. The agreement has been unanimously approved by the boards of directors of both companies. The parties expect to close the acquisition in the third quarter of 2026, subject to approval by Catalyst stockholders, the receipt of required regulatory approvals, and satisfaction of other customary conditions. Due to the pendency of the transaction, Catalyst's 2026 annual meeting of stockholders will be suspended.