STADA: Publication of the offer document on the voluntary public tender for STADA Arzneimittel AG by Bain Capital and Cinven
04/27/2017 - 07.47 AM . Press Release
- Offer document reaffirms the offer announced on April 10, 2017
- The Executive Board and the Supervisory Board will carefully examine the offer document and issue a reasoned opinion pursuant to Section 27 WpÜG.
- From today’s vantage point, both boards expect to be able to recommend the offer for acceptance to the shareholders
- The acceptance period will run from April 27, 2017, and is expected to end on June 8, 2017
- The offer is tied to a minimum acceptance threshold of 75 percent
- Annual General Meeting 2017 postponed to August 30, 2017
Bad Vilbel, April 27, 2017 – Nidda Healthcare Holding AG, the acquiring company of Bain Capital and Cinven, today published the offer document on the voluntary public tender for all outstanding shares of STADA Arzneimittel AG. As announced on April 10, 2017, Nidda Healthcare Holding AG is offering 65.28 Euro per STADA share. In addition, STADA’s shareholders are to participate in the dividend of 0.72 Euro per STADA share proposed by the Executive Board and the Supervisory Board for the fiscal year ending December 31, 2016. If closing of the offer takes place before the date of the 2017 Annual General Meeting, the offer price will be increased by 0.72 Euro per STADA share to 66.00 Euro. If not, the shareholders will receive the dividend from the Company. In the offer document the bidder discloses certain intentions regarding STADA as already outlined in the investor agreement signed by STADA and the bidder which includes specific commitments by the bidder benefitting STADA’s employees, sites and the corporate strategy.
The Executive Board and the Supervisory Board will examine the offer document carefully, bearing in mind the Company’s best interests, and issue a reasoned opinion on the offer pursuant to Section 27 of the German Securities Acquisition and Transfer Act (WpÜG). From today’s vantage point, both boards expect to be able to recommend the offer for acceptance to the shareholders.
Today’s publication of the offer document marks the start of the acceptance period, which is expected to end on June 8, 2017. The offer is tied to a minimum acceptance threshold of 75 percent. If the minimum acceptance threshold is reached when the acceptance period ends, a further acceptance period of two weeks will automatically follow. If the acceptance threshold is not reached and the bidder does not waive the threshold, the offer will fail. The offer is also subject to the customary clearances by the responsible antitrust and supervisory authorities, which the bidder expects to be granted by the summer of 2017.
In this context, the Executive Board of STADA Arzneimittel AG has decided to postpone the Annual General Meeting from its original date of June 8, 2017, to August 30, 2017. This should allow the Annual General Meeting to adequately reflect the result of the tender offer process.
About STADA Arzneimittel AG:
STADA Arzneimittel AG is a publicly-listed company with headquarters in Bad Vilbel, Germany. STADA consistently focuses on a multi-pillar strategy of generics and branded products (OTC) with an increasingly international market orientation. The Group is the only independent generics producer in Germany. Worldwide, STADA is represented in more than 30 countries with more than 50 subsidiaries. Branded products such as Grippostad and Ladival are among the highest selling in their product category in Germany. In financial year 2016, STADA achieved adjusted Group sales of Euro 2,167.2 million, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of Euro 398 million and adjusted net income of Euro 177.3 million. As of December 31, 2016, STADA employed about 10.900 people worldwide.
Additional information for journalists:
STADA Arzneimittel AG / Media Relations / Stadastraße 2–18 / 61118 Bad Vilbel – Germany /
Tel.: +49 (0) 6101 603-165 / Fax: +49 (0) 6101 603-215 / E-mail: press(at)stada.de