Nidda Healthcare Holding GmbH launches offering of Senior Secured Notes

Bad Vilbel, Germany, November 11, 2019. Nidda Healthcare Holding GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (the “Issuer,” and together with its subsidiaries, “STADA”), announced today its intention to offer up to €760,000,000 in aggregate principal amount of additional 3½% Senior Secured Notes due 2024 (the “Notes”). Concurrently, the Issuer is marketing a new term loan facility with aggregate commitments of up to €760,000,000 to be established under STADA’s existing senior credit facility agreement (“Facility E”). STADA expects that the combined amount of Facility E and the Notes will not exceed €760 million.

If completed, the proceeds from the offering of the Notes will be used by STADA, together with any borrowings under Facility E, to (i) finance its proposed acquisition of Walmark a.s., (ii) finance its proposed acquisition of certain assets and undertakings of Takeda Pharmaceutical Company Limited in Russia-CIS, (iii) general corporate purposes, and (iv) pay the costs, fees and expenses incurred in connection with such acquisitions, the marketing of Facility E and the offering of the Notes.

The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act and, if an investor is a resident of a member state of the European Economic Area (the “EEA”), not to a retail investor.


This document is not an offer of securities for sale in the United States. It may also be unlawful to distribute this document in certain jurisdictions. This document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

In addition, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.

Neither the content of any website of STADA nor any website accessible by hyperlinks on the STADA’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

This announcement may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause STADA’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and STADA does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.

This announcement may constitute a public disclosure of inside information by the Issuer under Regulation (EU) 596/2014 (16 April 2014).