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Bain Capital, Cinven Fail to Reach Minimum Acceptance Threshold in EUR 4.1bn Stada Takeover Bid
Monday 03 July 2017

3 July 2017 - A takeover bid by investors Bain Capital and Cinven for German drugmaker Stada fell apart last week after the effort failed to reach the minimum acceptance threshold needed to become unconditional, the firms said.

This happened despite Bain Capital and Cinven lowering the minimum acceptance threshold from 75% to 67.5% and extending the offer acceptance period from 8 June to 22 June.

Stada's executive board and supervisory board continued to recommend to the shareholders of Stada Arzneimittel AG to accept the offer right to the end, to no avail.

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 represented 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 represented a total equity value of approximately EUR 4.1bn (USD 4.60bn) and a total enterprise value of approximately EUR 5.3bn.

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.
Date Published: 03/07/2017
Target: Stada Arzneimittel AG
Country: Germany
Deal Size: 4.60bn (USD)
Sector: Pharmaceuticals
Type: LBO
Financing: Cash
Status: Terminated
Buyer: Bain Capital and Cinven
Buyer Advisor: Kirkland and Ellis , Barclays , Citi , UBS
Firms lower minimum acceptance threshold in tender offer, extend deadline