Stada Receives New Acquisition OfferBy
Nidda Healthcare Holding AG, the acquiring company of Boston-based private investment firm Bain Capital and Cinven Partners, a London-based private equity firm, plans to submit a renewed binding voluntary public takeover offer for all outstanding shares of Stada Arzneimittel AG,a Bad Vibel, Germany-based generic and over-the-counter drug company, which is EUR 16 million ($18.3 million) above the first offer by the firms.
In April 2017, Stada signed an investor agreement with Bain Capital and Cinven Partners worth EUR 66.00 ($69.93) per share. At the time of the acquisition, this was a deal valued at EUR 5.318 billion ($5.63 billion: note reflects exchange rates at time of proposed acquisition). In June 2017, Nidda Healthcare Holding AG reported that following an extended acceptance period ending June 22, 2017, the minimum acceptance threshold for Stada shares needed for public takeover had not been reached. Only 65.52% of the Stada shares outstanding had been tendered under the takeover offer despite a reduction from the original threshold from 75% to 67.5%. Stada’s decision to support Bain’s and Cinven’s bid came after Stada had announced in February 2017 that it had opened up talks with potential bidders for the company. Following the failed takeover, the chief executive officer and chief financial officer of Stada resigned.
The increased total financial consideration, compared to the first offer, amounts to EUR 66.25 ($75) per Stada share, comprising an offer price of EUR 65.53 ($75) plus a dividend of EUR 0.72 ($.83). The renewed offer estimates Stada’s equity value at approximately EUR 4.124 billion ($4.7 billion). The renewed offer has set a reduced minimum acceptance threshold of 63% as well as an acceptance period of four weeks.
Following an application from Bain Capital and Cinven and the consent of the company, the German federal financial supervisory authority approved the exemption from the one-year exclusion period for the submission of a renewed offer, which began after the termination of the unsuccessful takeover offer, with immediate effect.
The approvals by the European Commission as well as by the antitrust authorities in Serbia, Turkey, Macedonia, Ukraine, and Russia applied for and granted as part of the original offer are valid for the renewed offer. The already granted approvals of the European Commission and China are still under investigation by the bidders. Thus, the renewed offer is only subject to approval by the antitrust authority in Montenegro, which the bidders expect shortly.
Following publication by the bidder, the Executive Board and Supervisory Board will examine the new offer documentation and issue their reasoned statement pursuant to Section 27 of the German Securities Acquisition and Transfer Act. Both boards expect to be able to recommend the renewed offer for acceptance to the shareholders, according to Stada.