Nidda Healthcare GmbH
Publication of the intention to enter into a domination and profit and loss transfer agreement with STADA Arzneimittel Aktiengesellschaft
DGAP-News: Nidda Healthcare Holding AG / Key word(s): Offer Nidda Healthcare Holding AG, a holding company which is controlled by funds advised by Bain Capital Private Equity, L.P. and Cinven Partners LLP (the “Bidder“), published on 19 July 2017 the offer document (“Offer Document“) for its voluntary public takeover offer to the shareholders of STADA Arzneimittel Aktiengesellschaft, Bad Vilbel, Germany (“STADA“), for the acquisition of all ordinary non-par value registered shares in STADA (ISIN DE0007251803) (“STADA Shares“) against payment of a cash consideration (the “Takeover Offer“).
The acceptance period for the Takeover Offer expired on 16 August 2017. On 18 August 2017, the Bidder announced in accordance with Section 23 para. 1 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (“WpÜG“) that the minimum acceptance threshold of at least 63% of the STADA Shares outstanding at the expiry of the acceptance period of the Takeover Offer less 84,311 treasury shares held by STADA (this corresponded to 39,222,621 STADA Shares at the time of publication of the Offer Document) pursuant to Section 12.1.2 of the Offer Document has been reached. At the same time, the Bidder announced that also all other conditions of the Takeover Offer have been fulfilled at the expiry of the acceptance period. The additional acceptance period pursuant to Section 16 para. 2 sentence 1 WpÜG began on 19 August 2017 and will end on 1 September 2017. The purchase agreements regarding the STADA Shares which were tendered into the Takeover Offer during the acceptance period were settled on 22 August 2017. After the settlement of the Takeover Offer, the Bidder intends to enter into a domination and profit and loss transfer agreement pursuant to Section 291 para. 1 of the German Stock Corporations Act between STADA as dominated and profit transferring company and the Bidder or an affiliated company of the Bidder as dominating company, which is authorized to receive the profit transfer, and to vote in favor of such domination and profit and loss transfer agreement in an extraordinary general meeting of STADA. Today, the Bidder has informed STADA about the intention to enter into a domination and profit and loss transfer agreement and has asked to enter into negotiations. Munich, 24 August 2017 Nidda Healthcare Holding AG
24.08.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. |
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