Blitz 17-621 AG (zukünftig: Nidda Healthcare Holding AG)
Tender Offer; <DE0007251803>
Target company: Stada Arzneimittel AG; Bidder: Blitz 17-621 AG (in future: Nidda Healthcare Holding AG)
Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1
and para. 3 in conjunction with Sections 29 para. 1, 34 of the German
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG)
Bidder:
Blitz 17-621 AG
(in future: Nidda Healthcare Holding AG)
c/o KIRKLAND & ELLIS INTERNATIONAL LLP
Maximilianstrasse 11
80539 Munich
Germany
registered with the commercial register of the local court of Munich under
HRB 231228
Target:
STADA Arzneimittel Aktiengesellschaft
Stadastrasse 2-18
61118 Bad Vilbel
Germany
registered with the commercial register of the local court of Frankfurt am
Main under HRB 71290
WKN 725180 / ISIN DE0007251803
On 10 April 2017, Blitz 17-621 AG (in future: Nidda Healthcare Holding AG)
(the ‘Bidder’) has decided to make a voluntary public takeover offer to all
shareholders of STADA Arzneimittel Aktiengesellschaft (the ‘Company’) for
the acquisition of all non-par value registered shares in the Company (ISIN
DE0007251803), each share representing a proportionate amount of EUR 2.60
of the share capital of the Company (the ‘STADA Shares’) against payment of
a cash offer price of EUR 65.28 per STADA Share (the ‘Takeover Offer’). In
addition, the shareholders of the Company shall benefit from the dividend
in the amount of EUR 0.72 per STADA Share for the financial year 2016 as
proposed by the management board of the Company, resulting in a total offer
value of EUR 66.00 per STADA Share.
The Bidder is a holding company jointly controlled by funds advised by Bain
Capital Private Equity, LP and Cinven Partners LLP.
The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Takeover Offer will be published on the internet at
http://www.niddahealthcare-angebot.de.
The Takeover Offer will be, inter alia, subject to a minimum acceptance
threshold of 75% of the STADA Shares and antitrust clearances. Apart from
this, the offer will be made on and subject to the terms and conditions to
be set out in the offer document. The Bidder has entered today into an
investment agreement with the Company which outlines the principal terms
and conditions of the Takeover Offer as well as the mutual intentions and
understandings with regard thereto.
Important Notice
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, will be published in the offer document only after the German
Federal Financial Supervisory Authority has granted permission to publish
the offer document. 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 when they become available, since
they will contain important information.
The Takeover Offer will be 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.
Munich, 10 April 2017
Blitz 17-621 AG
(in future: Nidda Healthcare Holding AG)
End of WpÜG announcement
The 10.04.2017 DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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