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Stada backs 5.3-billion euros takeover offer from Bain Capital, Cinven


Stada Arzneimittel announced Monday that it agreed to sell itself to private-equity firms Bain Capital and Cinven for 5.3 billion euros ($5.6 billion) having determined that the bid was “the most financially appealing” versus a competing offer. The deal with Bain Capital and Cinven is worth 66 euros ($69.87) per share, consisting of the offer price of 65.28 euros ($69.10) plus an expected dividend of 0.72 euros ($0.76).

Ferdinand Oetker, chairman of Stada’s supervisory board, said “the offer...contains the most attractive overall combination,” adding “in addition to the highest price we were able to reach comprehensive protection provisions especially for our employees and to initiate a future-oriented growth strategy.” The drugmaker noted that Bain Capital and Cinven’s bid represents a premium of around 48.9 percent to its share price on December 9, 2016, before specific rumours about a takeover surfaced.

In February, Stada confirmed that it received two non-binding takeover proposals, including a 3.6-billion euros ($3.8 billion) bid from Cinven worth 56 euros ($59.23) per share, with the company later disclosing a higher third offer. Following the bids, Stada started a “structured bidding process,” and last month gave suitors further time to increase their offers as they did not “reflect the [company’s] fundamental value.”

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Stada noted Monday that after talks with all interested parties, it received legally binding transaction offers from two consortia, with a review coming out in favour of Bain Capital and Cinven’s bid. The drugmaker indicated that the parties signed an investor agreement, under which the private-equity firms have committed themselves to Stada’s “extensive protection provisions for the employees, production sites and the corporate strategy.”

Commenting on the deal, Stada CEO Matthias Wiedenfels said “we have reached a result with a high level of certainty in the transaction and a secure financing for the offer.” Wiedenfels said he hopes to remain in the chief executive position after the transaction is completed.

Meanwhile, Jefferies analyst James Vane-Tempest remarked “we believe this is very generous to Stada’s shareholders,” adding that Bain Capital and Cinven are offering 1 euro ($1.06) per share more than Jefferies had estimated private equity bidders would have been able to pay.

Source: firstwordpharma.com

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