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To the shareholders of STADA Arzneimittel AG: STADA supports voluntary public tender offer by Bain Capital and Cinven
- Press Release
- Investor News
As a follow-up to our ad hoc release today, we would like to directly notify you once again by this letter that STADA Arzneimittel AG received two legally binding transaction offers only subject to the approval of the Executive Board for a voluntary public tender offer for all outstanding shares of STADA Arzneimittel AG. The transaction offers are the result of open-minded talks that STADA held in a fair, transparent and structured process with all bidders.
After a close review of both transactions offers, the Executive Board and the Supervisory Board of STADA Arzneimittel AG have reached the conclusion that the offer submitted by Bain Capital and Cinven provides the most attractive overall combination and takes account of our Company’s long-term interests the most effectively. The Executive Board, acting with the approval of the Supervisory Board, has decided to support the offer and forgo the existing standstill agreement with Bain Capital and Cinven.
Under the offer submitted by Bain Capital and Cinven, STADA shareholders would receive Euro 66.00 – Euro 65.28 plus a dividend of Euro 0.72 Euro per share. This represents a premium of approximately 48.9 percent on the last unaffected closing share price on December 9, 2016, and a premium of approximately 19.6 percent on the volume-weighted average share price over the past three months. The offer estimates STADA’s equity value at approximately Euro 4.109 billion and the company's value at about Euro 5.318 billion.
Moreover, the offer submitted by Bain Capital and Cinven is linked to an investor agreement that we have jointly signed today. Under this agreement, Bain Capital and Cinven commit to extensive protection provisions for our employees and our sites as well as to the continuation of our successful growth strategy. Among other things, a contractual agreement has been reached to the effect that Bain Capital and Cinven will strengthen STADA’s position as a globally active pharmaceutical company and support its growth strategy in order to contribute to a long-term increase in the company’s value. Moreover, Bain Capital and Cinven have agreed to provide both financial and strategic support for possible acquisitions to expand the product portfolio and to tap new growth markets. The investor agreement also includes important commitments to protecting the rights of future minority shareholders.
As soon as the full offer document has been released by Bain Capital and Cinven, we will review it closely together with the Supervisory Board and issue a final reasoned opinion to our shareholders in accordance with Section 27 of the Securities Acquisition and Transfer Act (WpÜG). From today’s vantage point, the Executive Board and Supervisory Board of STADA assume that both boards will recommend to the shareholders to accept the offer submitted by Bain Capital and Cinven.
If you have any further questions in this context, our Investor Relations team will be happy to assist you.
Finally, we wish to take this opportunity to thank you for your long-standing confidence. We trust that we can continue to rely on your support in achieving a successful future for STADA.
Dr. Matthias Wiedenfels Helmut Kraft Dr. Barthold Piening