Thursday, 11 October 2018
· Offer document published today following approval by BaFin
· Four-week acceptance period for the offer ends on Thursday 8 November 2018
· Offer price determined by BaFin equal to the six-months weighted average stock exchange price of EUR 81.73 per STADA share
Frankfurt / Munich, 11 October 2018 – Nidda Healthcare GmbH (“Nidda Healthcare”), a company controlled by funds advised by Bain Capital Private Equity (Europe), LLP (“Bain Capital”) and Cinven Partners LLP (“Cinven”), today published the offer document for the public delisting tender offer (“Offer”) for all shares of STADA Arzneimittel AG (“STADA” or the “Company”) following approval of the publication of the offer document by the German Federal Financial Supervisory Authority (“BaFin”).
The four-week acceptance period has started today and will end at midnight (CET) on Thursday 8 November 2018. The Offer is unconditional and there will be no additional acceptance period. In order to tender their shares, STADA shareholders must issue a written or electronic declaration to their respective custodian bank within the next four weeks. Further information can be found in the offer document.
Nidda Healthcare offers the shareholders of STADA a cash consideration of EUR 81.73 per STADA share equal to the weighted average domestic stock exchange price of STADA shares during the last six months prior to its announcement of the decision to make a public delisting tender offer as determined by BaFin. The cash consideration represents a premium of approx. 23.5 percent on the offer price of EUR 66.25 per STADA share during the successful takeover offer in 2017, and a premium of 10 percent on the cash compensation of EUR 74.40 offered to minority shareholders in the context of the domination and profit and loss transfer agreement.
The German version of the offer document and a non-binding English translation are now available for distribution free of charge at BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, 60327 Frankfurt am Main, Germany (requests to be made by providing a complete address by fax on +49 69 1520 5277 or via e-mail to email@example.com). Furthermore, the offer document is available on the internet at www.niddahealthcare-offer.com. * *
For Bain Capital
Hazel Stevenson Ed Gascoigne-Pees
T +44 (0) 20 375 74 989 T +44 (0) 20 375 74 984
M +44 (0) 798 600 97 20 M +44 (0) 788 400 19 49
E firstname.lastname@example.org E email@example.com
Vanessa Maydon Lutz Golsch
T +44 (0) 20 766 13325 T +49 69 92037 110
M +44 (0) 7802 961 902 M +49 173 651 7710
E firstname.lastname@example.org E email@example.com
*About Bain Capital Private Equity:*
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 Private Equity’s global team of approximately 240 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer, financial and business services, industrials, and technology. Bain Capital’s broader platform has offices in Boston, Chicago, New York, Palo Alto, San Francisco, Dublin, London, Luxembourg, Madrid, Munich, Melbourne, Mumbai, Hong Kong, Shanghai, Guangzhou, Seoul, Sydney and Tokyo and has made investments in more than 320 companies to date. In addition to private equity, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate managing approximately USD 105 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
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 €90 billion. Today Cinven has more than €15 billion in assets under management. Cinven takes a responsible 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 STADA. The definite terms of the Offer, as well as further provisions concerning the Offer, are published in the offer document. Investors and holders of STADA shares are strongly advised to read the offer document and all other relevant documents regarding the Offer, since they contain important information.
The Offer is 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.