Bain Capital Private Equity and Cinven Partners announce Public Delisting Tender Offer for the remaining STADA shares

• STADA has been instructed to apply for a delisting of all STADA shares and STADA bonds
• STADA to benefit from related cost and time savings
• Offer price equal to the six months weighted average stock exchange price estimated to be EUR 81.83 per STADA share
• Offer irrevocably supported by minority shareholder for approx. 12 percent of STADA shares

Frankfurt / Munich, 1 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 announced its intention to launch a public delisting tender offer ("Offer") for all shares of STADA Arzneimittel AG ("STADA" or the "Company") not already held by Nidda Healthcare.

Nidda Healthcare, which currently holds approx. 65% of the STADA shares and therefore is the controlling shareholder of STADA, entered into a domination and profit and loss transfer agreement with the Company in December 2017, which became effective in March 2018 ("DPLTA"). Today, Nidda Healthcare has instructed the management board of STADA to apply for the revocation of the admission of all STADA shares to trading on the regulated market of the Frankfurt Stock Exchange (General Standard) and the Duesseldorf Stock Exchange and the revocation of the admission of the EUR 300,000,000 1.750% fixed rate notes with maturity in 2022 issued by STADA ("STADA bonds") from the regulated market on the Luxembourg Stock Exchange. The delisting will enable STADA to save considerable costs related to the maintenance of a stock listing, to reduce regulatory burden and to free up further management capacity. At the same time, STADA does not require access to equity capital markets for the foreseeable future due to its access to alternative funding sources.

Nidda Healthcare will offer the shareholders of STADA a cash consideration per STADA share equal to an amount of 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 will be determined by the German Federal Financial Supervisory Authority ("BaFin"). Nidda Healthcare estimates this amount to be EUR 81.83. It would represent a premium of approx. 24 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 DPLTA. Nidda Healthcare has received irrevocable undertakings from two STADA shareholders, which are under common control, to accept the Offer for all of their STADA shares, i.e. approximately 12 percent of the share capital of the Company, and for any STADA shares subsequently acquired.

The Offer will be unconditional. The acceptance period will be four weeks. There will be no additional acceptance period.

The planned delisting may have extensive consequences for the STADA shares and remaining shareholders of STADA. STADA shareholders who will not accept the Offer will, after effectiveness of the delisting application, no longer have access to a regulated market for the STADA shares, which may detrimentally affect the ability to trade in STADA shares. Furthermore, it cannot be ruled out that the stock market price for STADA shares will be adversely affected by the application for and the effectiveness of the delisting.

The definite terms of the Offer will be included in the offer document which will be published on the internet following the approval of the publication by BaFin. The acceptance period will begin after publication of the offer document.

Nidda Healthcare is being advised by JP Morgan and Kirkland & Ellis on this transaction.

The offer document and all other information about the Offer will be published on the following website:

 

Media contacts:

For Bain Capital
Hazel Stevenson                                           
T   +44 (0) 20 375 74 989                                 
M  +44 (0) 798 600 97 20                          
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Ed Gascoigne-Pees
T   +44 (0) 20 375 74 984
M +44 (0) 788 400 19 49
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For Cinven
Vanessa Maydon                                          
T   +44 (0) 20 766 13325                            
M +44 (0) 7802 961 902                             
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Lutz Golsch
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M 0
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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 95 billion in total and leveraging the firm's shared platform to capture opportunities in strategic areas of focus.

For more information, visit

 

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 approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

For more information, please visit

Important Notice

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, will be published in the offer document only after BaFin has granted permission to publish 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 when they become available, since they will contain important information.

The 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.