Stada backs $5.6 billion takeover offer from Bain, Cinven
- After a lengthy takeover process and a bidding war between two contenders, independent German generics company Stada Arzneimittel has agreed to a takeover by the private equity consortium of Bain Capital and Cinven.
- The consortium, which beat out a bid from Advent and Permir, will stump up €65.28 plus a dividend of €0.72 per Stada share, roughly a 49% premium on Stada's share price before talks became public.
- Stada, along with Bain Capital and Cinven, has signed an investor agreement that provides protection provisions for employees and production sites — usually a target for post-takeover consolidation.
Stada didn't come cheap: Bain and Cinven's successful bid totals approximately $5.6 billion (including net debt).
"Our negotiating strategy over the last few weeks was very successful; we are very pleased that we have been able to increase the transaction value from approximately €4.7 billion to more than €5.3 billion by €7.28 per share and have now reached the best offer for our shareholders," said Ferdinand Oetker, chairman of the supervisory board of Stada.
The executive board and supervisory board of Stada are expected to recommend to the shareholders to accept the offer.
The takeover battle unfolded against the backdrop of a year-long push from activist investor Active Ownership Capital (AOC) for changes to the company.
In May 2016, AOC — which owns around 5% of Stada's shares — called for an overhaul of the pharma company's supervisory board. At a 14-hour general meeting, shareholders of German drugmaker Stada voted to remove the chairman of the company's supervisory board, Martin Abend.
AOC had pushed to remove both Abend and the vice-chair Carl Ferdinand Oetker, proposing a number of its own candidates. But while AOC-supported Eric Cornut, a former chief ethics officer at Novartis, was selected to join the nine-member supervisory board, Oetker was voted in to replace Abend over AOC's choice.
AOC has since called for an investigation into the votes for two of the board members.
Stada isn't the only pharma company that has been targeted by activist investors in recent years. A back-and-forth battle between Immunomedics and VenBio Select Advisor took a new turn in March, with four of VenBio's nominees gaining seats on Immunomedics' board.
And last month, Depomed took on a new CEO and two new board members to put to bed a dispute about shareholder rights with Starboard Value, one of the company's largest investors, which was looking for a shake-up of the advisory board.
Even big pharma aren't immune. In February, Bristol-Myers Squibb added three new independent members to its board of directors, due to pressure from activist investor JANA Partners, which holds 3.9 million shares.
- Stada Arzneimittel Press release
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