Nidda Healthcare GmbH
Takeover Offer; <DE0007251803>
Target company: Stada Arzneimittel AG; Bidder: Nidda Healthcare Holding AG
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1
and para. 3 in conjunction with Sections 29 para. 1 and 34 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG)
Bidder:
Nidda Healthcare Holding AG
c/o KIRKLAND & ELLIS INTERNATIONAL LLP
Maximilianstrasse 11
80539 Munich
Germany
registered with the commercial register of the local court of Munich under
HRB 231228
Target:
STADA Arzneimittel Aktiengesellschaft
Stadastrasse 2-18
61118 Bad Vilbel
Germany
registered with the commercial register of the local court of Frankfurt am
Main under HRB 71290
WKN 725180 / ISIN DE0007251803
On 10 July 2017, Nidda Healthcare Holding AG (the ‘Bidder’), a holding
company jointly controlled by funds advised by Bain Capital Private Equity
(Europe), LLP and Cinven Partners LLP, has decided to make a voluntary
public takeover offer to all shareholders of STADA Arzneimittel
Aktiengesellschaft (the ‘Company’ or ‘STADA’) for the acquisition of all
non-par value registered shares in the Company (ISIN DE0007251803), each
share representing a proportionate amount of EUR 2.60 of the share capital
of the Company (the ‘STADA Shares’) against payment of a cash offer price
of EUR 65.53 per STADA Share (the ‘Offer’). In addition, the shareholders
of the Company shall benefit from the dividend in the amount of EUR 0.72
per STADA Share for the financial year 2016 as proposed by the management
board of the Company, resulting in a total offer value of EUR 66.25 per
STADA Share.
The Offer follows the initial attempt by the Bidder to acquire all STADA
Shares against a payment of a cash consideration pursuant to a voluntary
public takeover offer to all STADA Shareholders published on 27 April 2017
and amended on 7 June 2017 (the ‘Initial Offer’). On 27 June 2017, the
Bidder announced that the minimum acceptance threshold of at least 67.5% of
the STADA Shares outstanding at the expiry of the acceptance period under
the Initial Offer has not been reached and therefore the Initial Offer had
lapsed.
On 10 July 20176, the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, ‘BaFin’) with the prior
approval of the Company granted the Bidder a release from the one-year
blocking period (Sperrfrist) for the re-launch of a voluntary public
takeover offer pursuant to Section 26 para. 2 WpÜG.
Between 30 June and 10 July 2017, the Bidder entered into certain
irrevocable undertakings with shareholders of the Company pursuant to which
the shareholders undertook to accept the Offer for all STADA Shares
currently held by them (in total 12,221,410 STADA Shares which corresponds
to approximately 19.6% of the share capital and voting rights of the
Company) and acquired by them in the future. The irrevocable undertakings
qualify as ‘instruments’ within the meaning of Section 25 of the German
Securities Trading Act (Wertpapierhandelsgesetz, WpHG).
The Offer will be subject to, among others, a minimum acceptance threshold
of 63% of all STADA Shares (excluding treasury shares). Apart from this,
the Offer will be made on and subject to the terms and conditions to be set
out in the offer document. The offer document (in German and a non-binding
English translation) containing the detailed terms and conditions of, and
other information relating to, the Offer will be published by way of a
notice of availability in the Federal Gazette (Bundesanzeiger) and on the
internet at http://www.niddahealthcare-angebot.de.
Important Notice
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of the Company. The definite terms and conditions of
the Offer, as well as further provisions concerning the Offer, will be
published in the offer document only after BaFin has approved the
publication of the offer document. Investors and holders of shares in the
Company are strongly advised to read the offer document and all other
relevant documents regarding the Offer when they become available, since
they will contain important information.
The Offer will be issued exclusively under the laws of the Federal Republic
of Germany and certain applicable provisions of U.S. securities law. Any
contract that is concluded on the basis of the Offer will be exclusively
governed by the laws of the Federal Republic of Germany and is to be
interpreted in accordance with such laws.
Munich, 10 July 2017
Nidda Healthcare Holding AG
End of WpÜG announcement
The 10.07.2017 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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