Nidda Healthcare GmbH
Nidda Healthcare Holding AG: Announcement on the envisaged cash compensation for minority shareholders in the context of the intended domination and profit and loss transfer agreement with STADA Arzneimittel Aktiengesellschaft
DGAP-News: Nidda Healthcare Holding AG / Key word(s): Takeover/Offer Nidda Healthcare Holding AG Nidda Healthcare GmbH i.Gr. Announcement on the envisaged cash compensation for minority shareholders in the context of the intended domination and profit and loss transfer agreement with STADA Arzneimittel Aktiengesellschaft Nidda Healthcare GmbH i. Gr. as the majority shareholder of STADA Arzneimittel AG (“STADA”), its sole shareholder Nidda Healthcare Holding AG (jointly “Nidda”), which are jointly controlled by funds advised by Bain Capital Private Equity, LP (“Bain Capital”) and by funds advised by Cinven Partners LLP (“Cinven”) as well as Bain Capital and Cinven have acknowledged the statement of Elliott Associates L.P. and Elliott International L.P. (“Elliott”) dated 31 August 2017 pursuant to which Elliott and its affiliated entities intend to only support a domination and profit and loss transfer agreement between Nidda Healthcare Holding AG or any of its subsidiaries as the controlling entity and STADA as the controlled entity pursuant to Section 291 German Stock Corporation Act (“DPLTA”) if the cash compensation payment to be offered to the minority shareholders according to Section 305 German Stock Corporation Act set forth in the published resolution proposal regarding such agreement amounts to at least EUR 74.40. Bain Capital and Cinven firmly believe that STADA, its business and its stakeholders substantially benefit from certainty on the success of a DPLTA. STADA, its management and its employees need a clear governance structure following an extended period of uncertainty and public speculation and a DPLTA will facilitate and create the legal basis for the future transformation and growth of STADA as a global pharmaceutical business. The DPLTA has also a strong impact on the successful debt syndication process and the cost of future funding of STADA – funds that could be better used to support acquisitions, R&D and other growth measures. Against this background and in the light of Elliott’s announcement and the ensuing uncertainty on the potential success of the DPLTA, Nidda, while being convinced that the fair value of STADA shares is below the price required by Elliott to support the DPLTA, has decided after due consideration and subject to all legal requirements, to propose to the management board and supervisory board of STADA as part of the negotiations about the conclusion of the DPLTA to offer the minority shareholders of STADA a cash compensation pursuant to Section 305 German Stock Corporation Act in the amount of EUR 74.40 per share and to vote for such agreement in the relevant general meeting of STADA. In addition, to remove any uncertainty and to minimize the delay before a DPLTA can be put in place, Nidda confirms that it will use its best efforts to the extent permitted by law to negotiate a DPLTA with a cash compensation of EUR 74.40 per share, to ensure that the relevant general meeting of STADA will resolve upon such DPLTA and not to vote in favor of a DPLTA with a lower compensation. Munich/Frankfurt, 3 September 2017 Nidda Healthcare Holding AG Nidda Healthcare GmbH i.Gr.
03.09.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |