Bain Capital Private Equity and Cinven Partners announce intention to launch voluntary public takeover offer for STADA

FRANKFURT / MUNICH, April 10, 2017 – Funds* advised by Bain Capital Private Equity, LP (“Bain Capital”) and by Cinven Partners LLP (“Cinven”), today announced the intention to launch a voluntary public takeover offer (the “Takeover Offer”) for all outstanding shares of STADA Arzneimittel AG (“STADA” or the “Company”).

STADA is a leading, independent pharmaceutical company listed on the Frankfurt Stock Exchange. The Company offers a comprehensive portfolio of high-quality, low-cost generic products including selected biosimilars. STADA has also built an attractive portfolio of well-established branded products, including the cold medicine Grippostad® and the Ladival® range of sun protection products.

Bain and Cinven offer the shareholders of STADA a cash consideration of EUR 65.28 per share plus the 2016 dividend in the amount of EUR 0.72 per share as proposed by the management board of STADA resulting in a total offer value of EUR 66.00 per share. This offer represents an attractive premium of 48.9 percent 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.

The proposed offer value represents a total equity value of approximately EUR 4.1 billion and a total enterprise value of approximately EUR 5.3 billion.

The terms and conditions of the Takeover Offer have been provided in an Investment Agreement between Bain Capital, Cinven and STADA. 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.

Bain Capital and Cinven are highly committed to support ongoing transformation and future growth of STADA

Following completion of the Takeover Offer, Bain Capital and Cinven are fully committed to support STADA’s recently announced strategy “STADA Plus” including the further internationalisation of selected branded products, the growth of biosimilars and streamlining the product portfolio of both business segments.

Bain Capital and Cinven share the strategic objective to strengthen STADA’s position as a global healthcare company supporting investment in new product development, organic expansion and accelerated growth through targeted acquisitions. However, Bain Capital and Cinven believe that the implementation of the strategy will take time and effort and that considerable investment will be needed to realise STADA’s full long-term potential. As the company is working through significant transformational challenges, Bain Capital and Cinven provide further capabilities to support Management’s change agenda. Based on considerable sector expertise, a combined global network in the healthcare industry and proven track records of successful buy-and-build strategies, Bain Capital and Cinven are best positioned to support the existing management team and the employees of STADA on this journey to future growth.

Dwight Poler and Michael Siefke, Managing Directors at Bain Capital Private Equity, said: “We are delighted that the Management and Supervisory Boards of STADA have decided to support our offer. Our proposal reflects the fact that STADA is a well-positioned healthcare company at a critical juncture of its development. We believe that Cinven and Bain Capital can add significant value to its future expansion and will strongly support the management team to realise its ambitious growth plan.”

Supraj Rajagopalan and Bruno Schick, Partners at Cinven, said: “Bain Capital and Cinven are best positioned to help STADA grow into a leading, diversified European player in generics and branded products. The company has already made progress following its strategic realignment in the past year, but we are conscious that significant time and resources are required to unlock STADA’s full potential. Once the offer has been completed, we look forward to a close collaboration with all stakeholders of STADA to take the group to the next level.”

Strong track record as company builders and investors in the healthcare sector

Bain Capital and Cinven are best positioned to support STADA in its future expansion. Both partners have a consistent track record of growing companies through their global networks – spanning Europe, the U.S. and Asia. They have a proven ability of partnering with management to build scalable companies and have supported many of their portfolio companies in the acquisition of value-accretive add-on targets. Both have successfully invested in companies for more than 30 years and have expanded many of these companies through buy-and-build strategies, completing hundreds of add-on acquisitions globally. Both partners see significant opportunities to deploy these capabilities and support STADA’s future growth.

Bain Capital and Cinven have a reputation as responsible owners who value strong relationships with all stakeholders and have an extensive and successful track record in the healthcare sector. Over decades, Bain Capital and Cinven have together completed more than 50 healthcare investments globally.

The financing of the offer has been secured. JP Morgan, Macquarie Capital and Rothschild are lead financial advisors, and Kirkland & Ellis International LLP is legal advisor to Bain Capital and Cinven. Barclays, Citi and UBS have been mandated as additional financial advisors to the consortium.

The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be included in the offer document, which is to be approved by the German Federal Financial Supervisory Authority (“BaFin”). Following approval by BaFin, the offer document will be published and the initial acceptance period will commence. The offer document and all other information about the Takeover Offer will be published on the following website:

http://www.niddahealthcare-angebot.de

About Bain Capital Private Equity

Bain Capital Private Equity has partnered closely with management teams to provide the strategic resources that build great companies and help them thrive since its founding in 1984. Bain Capital’s global team of approximately 220 investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology, media and telecommunications. Bain Capital has offices in Boston, Chicago, New York, Palo Alto, San Francisco, Dublin, London, Luxembourg, Munich, Melbourne, Mumbai, Hong Kong, Shanghai, Sydney and Tokyo and has made investments in more than 300 companies to date. In addition to private equity, Bain Capital invests across asset classes including credit, public equity and venture capital, managing approximately USD 75 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.

For more information, visit www.baincapitalprivateequity.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class European and global companies. Its funds invest in six key sectors: Healthcare, Business Services, Consumer, Financial Services, Industrials, and Technology, Media and Telecommunications (TMT). Cinven has offices in key locations including: Frankfurt, London, Paris, Milan, Madrid, Hong Kong, and New York. Since 1988, Cinven funds have invested in 120 companies worth around €90 billion. Today Cinven has more than €15 billion in assets under management. Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

For more information, please visit www.cinven.com

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.

* Through a holding company which is indirectly held and controlled by the funds