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STADA supports the voluntary public tender offer by Bain Capital

  • 10/04/2017
  • Ad hoc Release
  • Investor News
  • Following the conclusion of the structured bidding process, STADA received two transaction offers for voluntary public tender offers only subject to the approval of the Executive Board
  • Following a careful review, the Executive Board and Supervisory Board have decided in the best interest of the Company to support the offer by Bain Capital and Cinven
  • The Executive Board, acting with the approval of the Supervisory Board, has decided to forgo the existing standstill agreements with Bain Capital and Cinven
  • Bain Capital and Cinven are offering Euro 65.28 plus a dividend of Euro 0.72 per STADA share
  • The offer by Bain Capital and Cinven corresponds to an approximate 48.9 percent premium in relation to STADA’s unaffected share price and an approximately 19.6 percent premium in relation to STADA's volume-weighted average share price over the last three months
  • STADA, Bain Capital and Cinven have signed an investor agreement with extensive protection provisions for employees and production sites as well as the corporate strategy
  • The Executive and Supervisory Boards will review the offer document upon its publication. From today’s vantage point, both boards expect to be able to recommend the offer for acceptance to the shareholders


Bad Vilbel, April 10, 2017 –

Following thorough talks with all interested parties and an open, multistage and transparently structured process for all potential bidders, the Executive Board and the Supervisory Board of STADA Arzneimittel AG received legally binding transaction offers from two consortia for a public tender offer only subject to the approval of the Executive Board for all outstanding shares of STADA Arzneimittel AG.


Both transaction offers provide for the conclusion of an investor agreement that was worked out as part of the structured bidding process between STADA and each potential bidder. Among other things, this agreement would include extensive protection provisions for employees, production sites and the corporate strategy.
With a total value of Euro 66.00 per STADA share, consisting of the offer price of Euro 65.28 plus an expected dividend of Euro 0.72 to be paid by STADA during the offer period, Bain Capital and Cinven have presented the most financially appealing offer. The offer corresponds to an approximate 48.9 percent premium in relation to the share price on December 9, 2016, the price reached before the first specific rumors about a takeover surfaced, and an approximate 19.6 percent premium 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 plus dividend and the company's value at about Euro 5.318 billion. Bain Capital and Cinven envision a minimum acceptance threshold of 75 percent, further usual conditions, and an offer period of six weeks.


After carefully reviewing both transaction offers, the Executive Board and Supervisory Board of STADA have reached the conclusion that it would be in the best interest of the Company and in the interest of the shareholders and other stakeholders of STADA to support the bid by Bain Capital and Cinven. The Executive Board, acting with the approval of the Supervisory Board has decided to forgo the existing standstill agreements with Bain Capital and Cinven.
STADA, Bain Capital and Cinven therefore signed an investor agreement today.


Pursuant to the provisions of the German Securities Acquisition and Transfer Act (WpÜG), the offer document will be released at a later time by Bain Capital and Cinven following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Executive Board and the Supervisory Board will carefully review the offer document following its release and issue a reasoned opinion on it pursuant to Section 27 of the 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.

Contact:
STADA Arzneimittel AG / Investor Relations / Leslie Iltgen / Stadastraße 2–18 / 61118 Bad Vilbel – Germany /
Tel.: +49 (0) 6101 603-173 / Fax: +49 (0) 6101 603-215 / E-mail: [email protected]