Stada Shareholders Accept New Takeover Offer

Nidda Healthcare Holding AG, the acquiring company of the Boston-based private investment firm, Bain Capital,and Cinven Partners, a London-based private-equity firm, has succeeded in a voluntary public takeover of Stada Arzneimittel AG, a Bad Vibel, Germany-based generic and over-the-counter drug company after reaching the minimum acceptance threshold of 63% for all outstanding shares. The takeover offer represents an enterprise value of Stada of EUR 5.4 billion ($6.3 billion).

As stipulated in the German Securities Acquisition and Transfer Act, after the achievement of the minimum acceptance rate, a further acceptance period of two weeks follows. This begins on August 19, 2017 and expires on September 1, 2017. During this period, Stada shareholders who have not yet accepted the offer have the opportunity to tender their shares.

The accepted offer follows an earlier rejection from shareholders in which only 65.52% of the Stada shares outstanding had been tendered under an earlier takeover offer despite a reduction from the original threshold for shareholder acceptance from 75% to 67.5%. 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, the deal was 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%. Under the new offer, the minimum acceptance threshold was reduced to 63% with 63.85% of the outstanding Stada shares were tendered within the scope of the renewed voluntary public takeover offer.

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 earlier failed takeover, the chief executive officer and chief financial officer of Stada resigned.

Source: Stada and Nidda Healthcare Holding AG


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