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.

 

 



Documents



FAQ – Frequently asked questions

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 65.53 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 2017 Annual General Meeting, the offer price will be increased by Euro 0.72 per STADA share to Euro 66.25.
  • In accordance with the offer document published by the bidder on July 20, 2017, the offer is tied to a minimum acceptance threshold of 63 percent. This means the offer will, among other things, only be successful if it is accepted by a minimum of 63 percent of STADA Arzneimittel AG’s shareholders.
  • The approvals by the anti-trust authorities in Serbia, Turkey, Macedonia, Ukraine, and Russia applied for and now granted as part of the original offer by the bidder on April 27, 2017 are valid for the renewed offer as the bidder stated. In this regard, the already granted approvals of the European Commission and China are still under investigation by the bidder. Thus, the renewed offer is only subject to approval by the anti-trust authority in Montenegro and subject to (i) either the confirmation of each of the European Commission and the Chinese anti-trust authority, respectively, by no later than 31 December 2017 that the merger control approvals issued in connection with the first takeover offer apply also to the renewed offer, or (ii) starting with the date of publication of the offer document and by no later than 31 December 2017 the relevant authorities have approved the transaction without requirements and/or conditions.
  • For more information, please read the offer document published since July 19, 2017 on the website prepared by Bain Capital and Cinven at www.niddahealthcare-offer.com.

2. How will I receive information on the offer document?

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 document, the deadline for the acceptance of the offer is four weeks from the publication of the offer document on July 19, 2017. It will end on August 16, 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 document, the deadline for acceptance will begin expected on August 22, 2017 and end on September 4, 24.00 CET (Frankfurt am Main local time) / 18.00 (New York local time).
  • Following the publication of the offer document, the Executive Board and Supervisory Board will review the offer in the best interests of the Company and provide a reasoned opinion of the offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act, which it will make available to its shareholders via the STADA website. In this reasoned opinion, they will give their opinion as to whether the offer is considered appropriate and whether they recommend that STADA shareholders accept or reject the offer.
  • 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. Can I tender my shares during the additional acceptance period?

  • STADA shareholders that have not accepted the offer within the acceptance period can still accept the offer within two weeks after publication of the results of the offer by the bidder (the “additional acceptance period”).
  • However, STADA shareholders should note that the additional acceptance period only begins to run if at the end of the acceptance period, i.e. on 16 August 2017, 24.00 CET, the minimum acceptance threshold of 63% was reached. If the minimum acceptance threshold not reached, there will be no additional acceptance period.

5. When will the Executive Board and the Supervisory Board of STADA Arzneimittel AG publish their reasoned opinion? Do I have to wait for this recommendation before I tender my shares?

  • The Executive Board and the Supervisory Board are reviewing the offer document very thoroughly and will publish their reasoned opinion immediately once the review has been completed.
  • STADA shareholders can accept the offer as soon as the acceptance period begins. You do not have to wait for the reasoned opinion to be published before tendering your shares.
  • STADA shareholders can accept the offer by submitting a written declaration of consent to their depositary bank during the acceptance period.

6. What shall I do with my shares now? How do I accept the takeover offer? Can I sell them now or should I wait until the official offer? Who do I have to contact?

  • We ask for your understanding that we cannot make recommendations at this time as to whether you should sell your shares via the stock exchange or whether you should accept the takeover offer. The offer document contains detailed information on how and within what time frame you can accept the offer and how the process will work in technical terms.
  • Following the publication of the offer document, the Executive Board and Supervisory Board will review the offer in the best interests of the Company and provide a reasoned opinion of the offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act and will disclose this to the shareholders via the STADA website.
  • 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.
  • STADA shareholders can accept the offer by submitting a written declaration of consent to their depositary bank during the acceptance period.

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 document, 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 document.
  • However, a prerequisite for the completion of the offer is, among other things, that the minimum acceptance threshold of 63 percent is achieved and the transaction has been approved by the relevant anti-trust and supervisory authorities.

 

 

8. Is the offer price of Euro 65.53 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?

  • You can tender your shares immediately after the offer document has been published by the bidder.
  • 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 bidder’s 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 bidder’s offer document 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 bidder’s 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 bidder can trigger structural measures such as a squeeze-out, leading to the shares being transferred to the bidder 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 document for information on the bidder’s indications, on the website prepared by Bain Capital and Cinven at www.niddahealthcare-offer.com.

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

  • The bidder’s offer contains a minimum acceptance threshold of 63 percent, in accordance with the offer document.

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 bidder in accordance with the provisions of the German Securities Acquisition and Takeover Act (so-called “water level reports”).

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

  • In accordance with the offer document, 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 bidder’s offer document .

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

  • In the context of the publication of the first offer document of the Bidder, the Executive Board of STADA Arzneimittel AG had already 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. 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 65.53 per STADA share to Euro 66.25, in accordance with the offer document.
  • 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 65.53 per share from the bidder if the offer is completed.
  • In the offer document the bidder points out that the offer presumably will be settled on different dates before and after the Annual General Meeting 2017 if all the offer conditions are fulfilled during the acceptance period. You will find further information in the bidder’s offer document.

16. 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 consult your tax advisor on this issue.

Archive of the initial and expired takeover offer

The information on the initial and expired takeover offer of April 27, 2017 can be found in the archive.

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