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Bain Capital, Cinven Lower the Minimum Acceptance Threshold in EUR 4.1bn Stada Takeover Bid
Wednesday 07 June 2017

7 June 2017 - Investors Bain Capital and Cinven have lowered the minimum acceptance threshold in their takeover offer for German drugmaker Stada from 75% to 67.5% and extended the offer acceptance period until 22 June, Stada said on Wednesday.

The acceptance period was originally set to expire on 8 June.

Stada said its executive board and supervisory board will continue to recommend to the shareholders of Stada Arzneimittel AG to accept the offer as it is in the best interest of the company and its stakeholders.

The boards also think that the total compensation of Euro 66.00 per Stada share continues to adequately reflect the enterprise value and represents the financially most attractive offer.

All other offer conditions remain unchanged. The Executive Board and Supervisory Board will publish an additional statement on the modified offer in a timely manner pursuant to the provisions of the German Securities acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

In April, funds advised by Bain Capital Private Equity, LP and by Cinven Partners LLP announced their intention to launch a voluntary public takeover offer for all outstanding shares of Stada Arzneimittel AG.

Stada is an independent pharmaceutical company that offers a portfolio of generic products including selected biosimilars. Stada has also built a portfolio of branded products, including the cold medicine Grippostad and the Ladival range of sun protection products.

Bain and Cinven offered shareholders of Stada a cash consideration of EUR 65.28 per share plus the 2016 dividend in the amount of EUR 0.72 per share as proposed by the management board of Stada resulting in a total offer value of EUR 66.00 per share.

This offer represents a premium of 48.9 % over the closing price of 9 December 2016, the last trading day prior to the first specific rumours about a potential takeover of Stada appearing.

This proposed offer value represents a total equity value of approximately EUR 4.1bn (USD 4.60bn) and a total enterprise value of approximately EUR 5.3bn.

Following completion of the Takeover Offer, Bain Capital and Cinven are fully committed to support Stada's recently announced strategy "Stada Plus" including the further internationalisation of selected branded products, the growth of biosimilars and streamlining the product portfolio of both business segments.

The financing of the offer has been secured. JP Morgan, Macquarie Capital and Rothschild are lead financial advisors.

Kirkland and Ellis International LLP is legal advisor to Bain Capital and Cinven. Barclays, Citi and UBS have been mandated as additional financial advisors to the consortium.
Details
Date Published: 07/06/2017
Target: Stada Arzneimittel AG
Country: Germany
Deal Size: 4.60bn (USD)
Sector: Pharmaceuticals
Type: LBO
Financing: Cash
Status: Agreed
Vendor:
Buyer: Bain Capital and Cinven
Buyer Advisor: Kirkland and Ellis , Barclays , Citi , UBS
Comment:
Firms lower minimum acceptance threshold in tender offer, extend deadline

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