STADA

Information on <br> Takeover Offer

Information on
Takeover Offer

Website for further information

Bain Capital and Cinven published further information about the offer at their website www.niddahealthcare-offer.com.

We cannot assume any liability for the content and accuracy of the information provided.

 

 

Shareholder Letter



Documents



FAQ – Frequently asked questions

In the following we have prepared frequently asked questions about the announced takeover offer by Bain Capital and Cinven.

1. What are the key details of the takeover offer?

  • Nidda Healthcare Holding AG, the purchasing company of Bain Capital and Cinven, is making an offer to all STADA Arzneimittel AG shareholders to purchase their shares within the framework of a voluntary public takeover offer. In this context, Nidda Healthcare Holding AG is offering a cash payment of Euro 65.28 per STADA share. STADA shareholders are also to participate in a dividend of Euro 0.72 per STADA share, as recommended by the Executive Board and the Supervisory Board, for the financial year which ended on December 31, 2016. If the offer is completed before the Annual General Meeting on August 30, 2017, the offer price will be increased by Euro 0.72 per STADA share to Euro 66.00.
  • In accordance with the offer documentation published by the bidders on April 27, 2017, the offer is tied to a minimum acceptance threshold of 75 percent. This means the offer will, among other things, only be successful if it is accepted by a minimum of 75 percent of STADA Arzneimittel AG’s shareholders. The offer is also subject to the standard approvals from the responsible anti-trust and supervisory authorities, which the bidders expect to receive by summer 2017.
  • For more information, please read the offer documentation published since April 27, 2017 on the website prepared by Bain Capital and Cinven at www.niddahealthcare-offer.com.
  • On May 11, 2017, the Executive Board and Supervisory Board of STADA Arzneimittel AG published their reasoned joint statement of May 10, 2017 in accordance with Section 27 (1) of the German Securities Acquisition and Takeover Act, in which they recommend that shareholders of STADA Arzneimittel AG accept the takeover offer. The reasoned joint statement is available on the Company’s website in the section “Investor Relations” (www.stada.com/investor-relations/takeover-offer.html).

2. How will I receive information on the bidders’ offer documentation and on the reasoned joint statement of the Executive Board and Supervisory Board of STADA Arzneimittel AG?

  • You will find information on the offer documentation of April 27, 2017 on the website prepared by Bain Capital and Cinven at www.niddahealthcare-offer.com.
  • The reasoned joint statement of the Executive Board and Supervisory Board of STADA Arzneimittel AG of May 10, 2017 in accordance with Section 27 (1) of the German Securities Acquisition and Takeover Act is available on the Company’s website in the section “Investor Relations” (www.stada.com/investor-relations/takeover-offer.html). Copies of the reasoned joint statement will be available free of charge from Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany (order by fax: +49 69 9103 8794 or by e-mail at dct.tender-offers@db.com, providing a full postal address) as well as from STADA Arzneimittel Aktiengesellschaft, Investor Relations, Stadastraße 2-18, 61118 Bad Vilbel, Germany, phone: +49 6101 603 113, fax: +49 6101 603 215 (e-mail inquiries to ir@stada.de, providing a full postal address).

3. What are the next steps and when does the acceptance period begin? When can the takeover expect to be completed?

  • In accordance with the offer documentation, the deadline for the acceptance of the offer is six weeks from the publication of the offer documentation on April 27, 2017. It will end on June 8, 2017 at 24.00 CET (Frankfurt am Main local time) / 18.00 (New York local time).
  • If the minimum acceptance threshold has been achieved when the acceptance period expires, the acceptance period will automatically be extended by two weeks from the date results are published. In accordance with the offer documentation, the deadline for acceptance will begin expected on June 14, 2017 and end on June 27, 24.00 CET (Frankfurt am Main local time) / 18.00 (New York local time).
  • On May 11, 2017, the Executive Board and Supervisory Board of STADA Arzneimittel AG published their reasoned joint statement of May 10, 2017 in accordance with Section 27 (1) of the German Securities Acquisition and Takeover Act. After a close and careful review of the offer documentation published on April 27, 2017, both Boards recommend that shareholders of STADA Arzneimittel AG accept the offer, as this is in the best interests of the Company and its stakeholders.
  • The reasoned joint statement is available on the Company’s website in the section “Investor Relations” (www.stada.com/investor-relations/takeover-offer.html).
  • The final decision for or against accepting the takeover offer is incumbent on the shareholders.
  • It will only become clear if the offer has been successful or not once the acceptance period has expired and all completion conditions have been fulfilled (see answer 1).

4. How have the Executive Board and Supervisory Board assessed the appropriateness of the compensation offered? Should I now accept the offer?

  • The Executive Board consulted two investment banks and the Supervisory Board consulted a further investment bank in the assessment of the appropriateness of the compensation from a financial perspective. The investment banks submitted written opinions (fairness opinions), in which they independently conclude that the total financial compensation offered of Euro 66.00 per STADA share, comprising an offer price of Euro 65.28 and Euro 0.72 either in the form of the proposed dividend per share or, should the takeover be completed before the Annual General Meeting, as part of an increase in the offer price, is appropriate for the shareholders of STADA from a financial perspective.
  • The written opinions submitted by the banks relate exclusively to the financial appropriateness of the offer and serve to inform and support the Executive Board and Supervisory Board in their decision-making process.
  • Taking into account the results of the reviews conducted by the investment banks and on the basis of their own considerations, the Executive Board and Supervisory Board independently concluded that the total compensation adequately reflects the Company's value and includes an attractive bonus for the shareholders of STADA Arzneimittel AG as compared to historic share prices.
  • The Executive Board and Supervisory Board agreed to recommend that STADA shareholders accept the takeover offer, taking into consideration the explanations contained in their reasoned joint statement.

5. What is the Executive Board and Supervisory Board’s assessment of the intentions of the bidders in the offer documentation?

  • The Executive Board and Supervisory Board have carefully reviewed the bidders’ intentions for the future operating activities of STADA Arzneimittel AG, as stated in the offer documentation. The bidders’ letters of intent are based on the investor agreement signed on April 10, 2017.
  • Both Boards welcome the bidders’ declared aim of expanding STADA Arzneimittel AG’s position as a globally active pharmaceutical company and strengthening the growth strategy that has been introduced.
  • Furthermore, the Executive Board and the Supervisory Board are convinced that the specific statements in terms of employees and company locations represent a reliable and viable basis for the future cooperation with the investors.

6. How do I accept the takeover offer? Who do I have to contact?

  • The offer documentation contains detailed information on how and within what time frame you can accept the offer and how the process will work in technical terms.
  • STADA shareholders can accept the offer by submitting a written declaration of consent to their depositary bank during the acceptance period.
  • If you have questions related to the acceptance of the offer and how it will work in technical terms, you can also contact your depositary bank.

 

 

7. How will I receive the money from Bain Capital and Cinven?

  • For information about how the transfer of shares and payment of the offer price will be carried out, please see the offer documentation, which is available on the Bain Capital and Cinven website at www.niddahealthcare-offer.com.
  • Should you have any questions about accepting the offer and its technical process including the payment of the offer price, you can also contact your custodian bank, who has been informed of the settlement agent in the offer documentation.
  • However, a prerequisite for the completion of the offer is, among other things, that the minimum acceptance threshold of 75 percent is achieved and the transaction is approved by the relevant anti-trust and supervisory authorities.

8. Is the offer price of Euro 65.28 plus the dividend of Euro 0.72 final? Should I tender my shares now or is it better to wait as the price could be revised upwards at the end of the bid phase?

  • STADA shareholders have been able to tender their shares since the publication of the offer documentation by the bidders on April 27, 2017.
  • There is no reason to delay accepting the offer as, in accordance with the German Securities Acquisition and Takeover Act, you can revoke your agreement to tender your shares if there are specific grounds for it:

    • In particular, shareholders can revoke their agreement if the offer is changed. An example of this would be the bidders’ decision not to impose completion conditions.
    • Shareholders can also withdraw their acceptance of the offer if a competing offer is made.

  • Please refer to the bidders’ offer documentation for further details on the requirements needed for a withdrawal.

9. Can I revoke my agreement to tender my shares?

STADA shareholders can revoke their agreement to tender their shares if there are specific grounds for it in accordance with the provisions German Securities Acquisition and Takeover Act.

  • In particular, shareholders can revoke their agreement if the offer is changed. An example of this would be the bidders’ decision not to impose completion conditions.
  • Shareholders can also withdraw their acceptance of the offer if a competing offer is made.

10. What happens if I do not accept the offer?

  • Of course, you have the right not to tender your shares.
  • STADA shareholders who do not accept the offer will remain shareholders in STADA Arzneimittel AG.
  • In this case, you should however take the following into consideration: STADA shares for which the offer was not accepted can initially continue to be traded on the same stock exchanges as before the offer. However, it cannot be ruled out that supply and demand for STADA shares will decrease once the transaction has been successfully completed, thus reducing the liquidity of STADA shares. This could make it difficult to execute orders quickly in the future. Furthermore, the potentially limited liquidity of STADA shares could lead to significantly stronger price fluctuations than in the past.
  • You should also consider that under certain statutory preconditions the bidders can trigger structural measures such as a squeeze-out, leading to the shares being transferred to the bidders for an appropriate cash settlement. A control and profit transfer agreement is also possible, which would result in, among other things, the remaining STADA shareholders being paid a guaranteed dividend.
  • Please refer to the offer documentation for information on the bidders’ indications, on the website prepared by Bain Capital and Cinven at www.niddahealthcare-offer.com.
  • Details on the consequences of accepting or not accepting the offer can be found in the reasoned joint statement.

11. What percentage of shares must Bain Capital and Cinven acquire in order to successfully complete the takeover?

The bidders’ offer contains a minimum acceptance threshold of 75 percent, in accordance with the offer documentation.

12. Will STADA announce how many shareholders have already sold their shares?

During the acceptance period, the number of shares already tendered will be regularly published by the bidders in accordance with the provisions of the German Securities Acquisition and Takeover Act (so-called “water level reports”) in the Federal Gazette as well as on the website www.niddahealthcare-offer.com.

13. Can I still trade with my shares after I have tendered them?

In accordance with the offer documentation, the tendered STADA shares may be traded on the regulated market of the Frankfurt Stock Exchange. It is possible however that trading volumes and liquidity of the tendered STADA shares are dependent on the acceptance rate and are therefore not available at all or are only available in small quantities and are subject to significant fluctuation. It cannot be ruled out that the sale of tendered STADA shares will not be possible due to lack of demand. You will find further information in the offer documentation from the bidders.

14. Why was the Annual General Meeting postponed from June 8, 2017?

In the context of the publication of the offer documentation, the Executive Board of STADA Arzneimittel AG decided to postpone the Company’s Annual General Meeting, originally planned for June 8, 2017 to August 30, 2017 in order to ensure that the Annual General Meeting appropriately reflects the results of the offer process. 

15. Can I still take part in the Annual General Meeting if I have tendered my shares for sale to the bidders?

Shareholders of STADA Arzneimittel AG may take part in the Annual General Meeting. If the takeover offer has been completed by the Annual General Meeting, your tendered shares including the participation rights will be transferred to the bidders. If the offer has not been completed by the Annual General Meeting on August 30, 2017, you will continue to be a shareholder of STADA Arzneimittel AG and will be able to register to participate in the Annual General Meeting. For more information on the bidders’ estimation of when the offer will be complete, see the FAQ answer to “What are the next steps and when does the acceptance period begin? When is the takeover expected to be completed?”

16. What will happen to the dividends if the takeover is completed before the Annual General Meeting?

  • If the offer is completed before the 2017 Annual General Meeting, the offer price will be increased by Euro 0.72 from Euro 65.28 per STADA share to Euro 66.00, in accordance with the offer documentation.
  • If the offer is completed after the 2017 Annual General Meeting, STADA shareholders will receive the 2016 dividend from STADA Arzneimittel AG. The dividend will be paid on the third business day after the Annual General Meeting, subject to the approval of the relevant proposed resolution of the Executive Board and Supervisory Board by the Annual General Meeting.
  • STADA shareholders who have registered their STADA shares receive an additional Euro 65.28 per share from the bidders if the offer is completed.

17. Are there tax disadvantages for me if I accept or reject the offer?

  • We ask for your understanding that we cannot provide you with any information on tax effects of accepting or rejecting the offer.
  • We recommend you seek tax advice on this issue so that the personal circumstances of each shareholder can be taken into consideration.

Analysts' Call of April 10, 2017

Listen to a recording of our analysts' call of April 10, 2017:

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