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Bain and Cinven launch voluntary public takeover offer for STADA

Funds advised by Bain Capital Private Equity and Cinven Partners intend to launch a voluntary public takeover offer for all outstanding shares of STADA Arzneimittel.

STADA is an independent pharmaceutical company listed on the Frankfurt Stock Exchange.
 
The company offers a portfolio of high-quality, low-cost generic products including selected biosimilars. STADA has also built an attractive portfolio of well-established branded products, including the cold medicine Grippostad and the Ladival range of sun protection products.
 
Bain and Cinven offer the shareholders of STADA a cash consideration of EUR 65.28 per share plus the 2016 dividend in the amount of EUR 0.72 per share as proposed by the management board of STADA resulting in a total offer value of EUR 66.00 per share.
 
This offer 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 proposed offer value represents a total equity value of approximately EUR 4.1 billion and a total enterprise value of approximately EUR 5.3 billion. 

 
The terms and conditions of the takeover offer have been provided in an investment agreement between Bain Capital, Cinven and STADA. The STADA management and supervisory boards say they fully support the takeover offer and believe that the transaction is in the best interest of the company, its shareholders, employees and other stakeholders.
 
The completion of the takeover offer will be subject to a minimum acceptance threshold of at least 75 per cent of all STADA shares and certain customary conditions such as antitrust clearances.
 
Following completion of the takeover offer, Bain Capital and Cinven are fully committed to support STADA’s recently announced strategy “STADA Plus” including the further internationalisation of selected branded products, the growth of biosimilars and streamlining the product portfolio of both business segments. 

Bain Capital and Cinven share the strategic objective to strengthen STADA’s position as a global healthcare company supporting investment in new product development, organic expansion and accelerated growth through targeted acquisitions.
 
However, Bain Capital and Cinven believe that the implementation of the strategy will take time and effort and that considerable investment will be needed to realise STADA’s full long-term potential. As the company is working through significant transformational challenges, Bain Capital and Cinven provide further capabilities to support management’s change agenda.
 
Dwight Poler and Michael Siefke, managing directors at Bain Capital Private Equity, say: “We are delighted that the management and supervisory boards of STADA have decided to support our offer. Our proposal reflects the fact that STADA is a well-positioned healthcare company at a critical juncture of its development. We believe that Cinven and Bain Capital can add significant value to its future expansion and will strongly support the management team to realise its ambitious growth plan.”
 
Supraj Rajagopalan and Bruno Schick, partners at Cinven, add: “Bain Capital and Cinven are best positioned to help STADA grow into a leading, diversified European player in generics and branded products. The company has already made progress following its strategic realignment in the past year, but we are conscious that significant time and resources are required to unlock STADA’s full potential. Once the offer has been completed, we look forward to a close collaboration with all stakeholders of STADA to take the group to the next level.” 

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