029 Group SE

M&A Activity • Apr 10, 2017

News Details

Takeover Bids | 10 April 2017 09:23

Tender Offer;

Target company: Stada Arzneimittel AG; Bidder: Blitz 17-621 AG (in future: Nidda Healthcare Holding AG)

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

—————————————————————————

Announcement of the decision to make a voluntary public takeover offer

(freiwilliges öffentliches Übernahmeangebot) pursuant to Section 10 para. 1

and para. 3 in conjunction with Sections 29 para. 1, 34 of the German

Securities Acquisition and Takeover Act (Wertpapiererwerbs- und

Übernahmegesetz, WpÜG)

Bidder:

Blitz 17-621 AG

(in future: Nidda Healthcare Holding AG)

c/o KIRKLAND & ELLIS INTERNATIONAL LLP

Maximilianstrasse 11

80539 Munich

Germany

registered with the commercial register of the local court of Munich under

HRB 231228

Target:

STADA Arzneimittel Aktiengesellschaft

Stadastrasse 2-18

61118 Bad Vilbel

Germany

registered with the commercial register of the local court of Frankfurt am

Main under HRB 71290

WKN 725180 / ISIN DE0007251803

On 10 April 2017, Blitz 17-621 AG (in future: Nidda Healthcare Holding AG)

(the ‘Bidder’) has decided to make a voluntary public takeover offer to all

shareholders of STADA Arzneimittel Aktiengesellschaft (the ‘Company’) for

the acquisition of all non-par value registered shares in the Company (ISIN

DE0007251803), each share representing a proportionate amount of EUR 2.60

of the share capital of the Company (the ‘STADA Shares’) against payment of

a cash offer price of EUR 65.28 per STADA Share (the ‘Takeover Offer’). In

addition, the shareholders of the Company shall benefit from the dividend

in the amount of EUR 0.72 per STADA Share for the financial year 2016 as

proposed by the management board of the Company, resulting in a total offer

value of EUR 66.00 per STADA Share.

The Bidder is a holding company jointly controlled by funds advised by Bain

Capital Private Equity, LP and Cinven Partners LLP.

The offer document (in German and a non-binding English translation)

containing the detailed terms and conditions of, and other information

relating to, the Takeover Offer will be published on the internet at

http://www.niddahealthcare-angebot.de.

The Takeover Offer will be, inter alia, subject to a minimum acceptance

threshold of 75% of the STADA Shares and antitrust clearances. Apart from

this, the offer will be made on and subject to the terms and conditions to

be set out in the offer document. The Bidder has entered today into an

investment agreement with the Company which outlines the principal terms

and conditions of the Takeover Offer as well as the mutual intentions and

understandings with regard thereto.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares of the Company. The definite terms and conditions of

the Takeover Offer, as well as further provisions concerning the Takeover

Offer, will be published in the offer document only after the German

Federal Financial Supervisory Authority has granted permission to publish

the offer document. Investors and holders of shares in the Company are

strongly advised to read the offer document and all other relevant

documents regarding the Takeover Offer when they become available, since

they will contain important information.

The Takeover 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.

Munich, 10 April 2017

Blitz 17-621 AG

(in future: Nidda Healthcare Holding AG)

End of WpÜG announcement

The 10.04.2017 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

—————————————————————————

Listed: Regulierter Markt in Düsseldorf, Frankfurt (Prime Standard);

Freiverkehr in Berlin, Hamburg, Hannover, München, Stuttgart, Tradegate

Exchange