Stada takeover: All over again?
- Bain Capital and Cinven have upped their offer to take over German generics and branded drugmaker Stada Arzneimittel, increasing it to a total financial consideration of €66.25 per Stada share; an offer price of €65.53 plus a dividend of €0.72.
- The new offer puts the value of Stada at around €4.1 billion, approximately €16 million higher than the previous offer. The acceptance period is four weeks.
- After receiving consent from Stada, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; BaFin) has exempted the deal from the usual one-year exclusion period for the submission of a renewed takeover offer. This follows an application from Nidda Healthcare, the acquiring company of Bain Capital and Cinven.
In what might feel a bit like Groundhog Day, Bain Capital and Cinven are having another try to take over Stada, with an increased offer that they hope will tempt the shareholders. To further ease the new offer through, it requires a minimum tender of 63% of shares; the previous minimum acceptance threshold was 75%, subsequently dropped to 67.5%.
This is an improvement on the investors' previous takeover offer of €66.00 per Stada share, made up of an offer price of €65.28 plus €0.72 dividend. This previous deal was announced to be unsuccessful on June 26, after only 65.52% of shares were tendered, even after an extended acceptance period.
Stada's executive and supervisory board will publish their opinion once the offer documentation is published, but it looks likely to be positive.
"We believe that enabling Bain Capital and Cinven to submit an improved offer is in the best interest of the company and our shareholders", said Engelbert Coster Tjeenk Willink, chair of Stada's executive board. "The reduced minimum acceptance threshold as well as shareholders who obliged to tender about 20% of shares also ensure high transaction security. That is why we appreciate the renewed takeover offer and have decided to support the request for exemption of Bain Capital and Cinven."
Last year got a bit complicated for Stada. In August, CEO Hartmut Retzlaff, who had run the company for 23 years, resigned citing a "serious, long-term illness." Stada has also been locked in a battle with the activist investor Active Ownership Capital (AOC), which has been pushing for an overhaul of the German drugmaker's supervisory board. Later in the same month, shareholders voted to remove the chair of the supervisory board, Martin Abend, but did not vote in AOC's candidate, instead preferring the current vice-chair, Carl Ferdinand Oetker.
- Stada Arzneimittel Press release
- BioPharma Dive Stada backs $5.6 billion takeover offer from Bain, Cinven
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