Nidda Healthcare GmbH
Nidda Healthcare Holding AG: Bain Capital Private Equity and Cinven Partners announce extension of acceptance period for their voluntary public takeover offer for STADA
DGAP-News: Nidda Healthcare Holding AG / Key word(s): Takeover Bain Capital Private Equity and Cinven Partners announce extension of acceptance period for their voluntary public takeover offer for STADA
Frankfurt / Munich, 7 June 2017 – Nidda Healthcare Holding AG, a holding company controlled by funds advised by Bain Capital Private Equity, LP (“Bain Capital”) and by Cinven Partners LLP (“Cinven”), today decided to extend the acceptance period of its voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of STADA Arzneimittel AG (“STADA” or the “Company”) to 22 June 2017. In this context the bidder will also slightly reduce the minimum acceptance threshold of its Takeover Offer from 75 percent to 67.5 percent resulting in a change in the offer conditions pursuant to section 21 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Bain Capital and Cinven are confident that this step increases transaction certainty for their attractive offer, which is the only available offer for STADA in the market, and is in the best interest of the Company and its shareholders. This action has been taken largely due to a lower than expected level of tender participation by STADA’s large retail investor base over the last six weeks. On top of a large retail shareholder base, STADA also has a relatively high share of index funds among its shareholders who are unable to tender their shares during the tender period. The extension of the acceptance period until 22 June 2017 gives all shareholders additional time to benefit from Bain Capital’s and Cinven’s very attractive offer of EUR 66.00 per share and seeks to further improve the conditions for a successful completion of the transaction. The offer price of EUR 66.00 per share represents an attractive premium of 48.9 percent 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. The STADA Management and Supervisory Boards fully support the Takeover Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees and other stakeholders. As of 12:30 hours (Local Time Frankfurt am Main) on 7 June 2017, the Takeover Offer has been accepted for 13,404,907 STADA shares. This corresponds to approximately 21.5021 percent of the share capital and the voting rights of STADA AG. The Takeover Offer will only be successful if at least 67.5 percent of all STADA shares are tendered by 22 June 2017, irrespective of the fulfilment of any other offer conditions such as antitrust clearances. If the acceptance threshold of at least 67.5 percent of all STADA shares is not reached by 22 June 2017, the Takeover Offer will fail and shareholders will not receive the offer price of EUR 66.00 per share. Under German law, it is not possible to lower the threshold again or to make further changes to the Takeover Offer. Therefore, shareholders who want to receive the Offer price of EUR 66.00 per share should accept the Offer by 22 June 2017 at the latest. The offer document, the amendment document and all other information about the Takeover Offer are available on the following website: www.niddahealthcare-angebot.de
Media contacts: For Bain Capital For Cinven
Bain Capital Private Equity has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since its founding in 1984. Bain Capital’s global team of approximately 220 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology, media and telecommunications. Bain Capital has offices in Boston, Chicago, New York, Palo Alto, San Francisco, Dublin, London, Luxembourg, Munich, Melbourne, Mumbai, Hong Kong, Shanghai, Sydney and Tokyo and has made investments in more than 300 companies to date. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, managing approximately USD 75 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus. For more information, visit www.baincapitalprivateequity.com
About Cinven: Cinven is a leading international private equity firm focused on building world-class European and global companies. Its funds invest in six key sectors: Healthcare, Business Services, Consumer, Financial Services, Industrials, and Technology, Media and Telecommunications (TMT). Cinven has offices in key locations including: Frankfurt, London, Paris, Milan, Madrid, Hong Kong, and New York. Since 1988, Cinven funds have invested in 120 companies worth around EUR90 billion. Today Cinven has more than EUR15 billion in assets under management. Cinven takes a responsible strategic approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society. For more information, please visit www.cinven.com
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 Takeover Offer, as well as further provisions concerning the Takeover Offer, have been published in the offer document following approval by the German Federal Financial Supervisory Authority. Investors and holders of shares in the Company are strongly advised to read the offer document and all other relevant documents regarding the Takeover Offer, since they contain important information. The Takeover Offer has been 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 Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
07.06.2017 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
|