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.

Journalists' Call

Listen to a recording of our journalists' call (in German)
August 21, 2017, 10.30 Uhr am (CEST)

Download (mp3)

Analysts' Call

Listen to a recording of our analysts' call
August 21, 2017, 11.30 Uhr am (CEST)

Download (mp3)



Letter from the Advisory Board to the Shareholders



Letter from the CEO to the Shareholders



Shareholder Letters



Documents



Analysts' Call of July 10, 2017

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

Download (mp3)



FAQ – Frequently asked questions

1. What is the current status of the takeover offer? When can final completion be expected?

  • On August 18, the bidder disclosed that 63.85 percent of the STADA shares outstanding have been tendered; the minimum acceptance threshold was thus reached.
  • As at of this point in time all anti-trust approvals are given, all offer conditions are fulfilled; therewith the takeover offer has been successful.

2. The minimum acceptance threshold was reached within the acceptance period by August 16, 2017. What are now the next steps? Can I still tender my shares?

  • As the minimum acceptance threshold of 63.0 percent was reached by the expiration of the acceptance period on August 16, 2017, a further acceptance period of two weeks will automatically follow the publishing of the results. This will start on August 19, 2017 and end on September 1, 2017, 24.00 CEST (Frankfurt am Main local time) / 18.00 (New York local time).
  • STADA shareholders who have not yet tendered their shares can still accept the offer during the additional acceptance period at the conditions of the offer.

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

  • STADA shareholders can still accept the offer during the additional acceptance period, which will start on August 19, 2017 and end on September 1, 2017, 24.00 CEST (Frankfurt am Main local time) / 18.00 (New York local time) by submitting a written declaration of consent to their depositary bank.
  • If you have any further questions related to the acceptance of the offer and how it will work in technical terms, you can also contact your depositary bank.

4. 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.
  • The bidder will immediately announce each of these in the Federal Gazette.

5. 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.

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

  • In accordance to the offer document, stock exchange trading of the subsequently tendered STADA shares during the additional acceptance period is generally not planned.

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

  • Shareholders of STADA Arzneimittel AG may take part in the Annual General Meeting.
  • As all offer conditions were met by the end of acceptance period, the takeover offer for the shares tendered by August 16, 2017 during the acceptance period is expected to be completed on August 22, 2017; on this day, the shares would then be transferred to Nidda Healthcare Holding AG gradually in return for payment of the offer price.
  • Shareholders will lose their status as STADA Arzneimittel AG shareholders once the takeover offer is complete. 
  • The loss of shareholder status also means that participating in the Annual General Shareholders' Meeting on August 30, 2017 is no longer permitted; if you have already registered or already received your admission tickets, these will no longer be valid.

8. 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, September 4, 2017, subject to the approval of the relevant proposed resolution of the Executive Board and Supervisory Board by the Annual General Meeting.
  • STADA shareholders who tender their STADA shares during the additional acceptance period receive an additional Euro 65.53 per share from the bidders if the offer is completed.

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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