Private equity firms Bain Capital and Cinven won the bidding war for Germany’s Stada on Monday when they agreed to offer a total of €5.3 billion for the generic drugmaker — beating a rival consortium comprising Advent and Permira.
Bain Capital and Cinven offered cash of €65.28 per share plus the 2016 dividend of €0.72 per share resulting in a total offer of €66 per share.
“This offer represents an attractive premium of 48.9% over the closing price of 9 December 2016, the last trading day prior to the first specific rumours about a potential takeover of Stada appearing,” said Bain Capital and Cinven.
“The proposed offer value represents a total equity value of approximately €4.1 billion and a total enterprise value of approximately €5.3 billion …
“The Stada management and supervisory boards announced today that they fully support the takeover offer and believe that the transaction is in the best interest of the company, its shareholders, employees and other stakeholders.
“The completion of the takeover offer will be subject to a minimum acceptance threshold of at least 75 percent of all Stada shares and certain customary conditions such as antitrust clearances.”
Ferdinand Oetker, chairman of the supervisory board of Stada, said: “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.
“The offer of Bain Capital and Cinven contains the most attractive overall combination. 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.”
Stada CEO Matthias Wiedenfels said: “Over the past months, we have carried out a structured bidding process and achieved a significant improvement in the bids through joint, trustful negotiations with the bidding consortia.
“We have thus created approximately €750 million in additional value for our shareholders since the beginning of the process.
“After a careful review, the executive board and supervisory board of Stada reached the conclusion that the transaction offer of Bain Capital and Cinven was in the company’s best interest.
“Subject to a careful review of the offer document to be published by the bidder, the executive board and supervisory board of Stada are expected to recommend to the shareholders to accept the offer submitted by Bain Capital and Cinven.
“With this combination, we will create a foundation for tapping the great potential of Stada together with Bain Capital and Cinven and continuing to grow profitably.”