Kirkland Advises Bain Capital and Cinven on Successful Takeover Offer

Kirkland & Ellis has advised private equity investors Bain Capital and Cinven on the successful takeover offer for the German pharmaceutical group Stada. With a total value of EUR 5.4 billion, this is the largest buy-out ever realized in the German market.

In a second voluntary public takeover offer, 63.85 percent of the Stada shares were tendered to Nidda Healthcare Holding AG, the acquiring company of Bain Capital and Cinven. The transfer of shares tendered during the acceptance period will be conducted prior to the Annual General Meeting on August 30, 2017. Within a further acceptance period of two weeks after publication of the final result, the remaining Stada shareholders may tender their shares until September 1, 2017. All antitrust approvals have already been granted.

The first takeover offer for Stada failed in June despite unanimous support from Stada’s Executive Board and the Supervisory Board. Bain Capital and Cinven then issued a new takeover offer on July 19, 2017, in which they offered EUR 66.25 per share (EUR 65.53 price offer plus EUR 0.72 dividend). The offer price thus was EUR 0.25 above the original offer; at the same time, the minimum incentive threshold was reduced to 63 percent.

The Kirkland team was led by corporate M&A/private equity partners Jörg Kirchner, Benjamin Leyendecker, James Learner, Valerie Goldstein and Gavin Gordon; corporate partners Achim Herfs and Anna Schwander; finance partners Christine Kaniak, Wolfgang Nardi, Neel Sachdev, Stephen Lucas, Christopher Shield and Daniel Borg; tax partners Oded Shein and Dulcie Daly; capital markets partner Matthew Merkle; antitrust & competition partner Sarah Jordan; and intellectual property partner Emma Flett. Associates Mark Aschenbrenner, Sebastian Häfele, Maximilian Heufelder, Daniel Hiemer, Katharina Hohmann, Thomas Krawitz, Alexander Längsfeld, Marlene Ruf and Isabel Ruttloff also worked on the deal.