Stada Recommends Revised Takeover Bid to ShareholdersBy
The Executive Board and the Supervisory Board of Stada Arzneimittel AG,a Bad Vibel, Germany-based generic and over-the-counter drug company, have recommended for shareholder approval a revised offer for the company from Nidda Healthcare Holding AG, the acquiring company of Boston-based private investment firm Bain Capital and Cinven Partners, a London-based private-equity firm. The new offer is for EUR 66.25 ($77.11) per share, consisting of an EUR 65.53 ($77.42) offer price plus a dividend of EUR 0.72 ($0.84). The total offer price is EUR 0.25 ($0.29) higher than the initial offer.
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 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.
Under the new offer, the minimum acceptance threshold has been reduced to 63%, making it below the acceptance rate of the initial offer. Furthermore, the bidder already has binding tender commitments from various investors in the amount of approximately 20% of outstanding Stada shares.