Stada Replaces Top Management as Bain, Cinven Mull Fresh Bid (2)

(Bloomberg) -- Stada Arzneimittel AG replaced its top management as the German generic-drug maker faces a decision about whether to allow Bain Capital and Cinven to make a fresh takeover offer after their 5.3 billion-euro ($6 billion) bid failed last week.

Stada’s supervisory board named Engelbert Coster Tjeenk Willink, 56, a former executive at Boehringer Ingelheim GmbH, as chief executive officer, replacing Matthias Wiedenfels with immediate effect, the Bad Vilbel, Germany-based company said in a statement Tuesday. Bernhard Duettmann, 57, former chief financial officer of chemical company Lanxess AG, replaces CFO Helmut Kraft, according to the statement. Both appointments are through the end of the year.

Bain and Cinven could formally approach Stada about a second bid in the coming days, people familiar with the matter said. The private equity firms’ attempt to secure Stada failed last week after months of tension -- first as companies competed for the winning bid and then as it became clear their offer wouldn’t garner sufficient backing from shareholders.

The private-equity duo are currently discussing a new offer that would include a similar price to the previous overture but a new threshold of 65 percent or less, people familiar with the deliberations said.

The pair may seek an exemption from BaFin, Germany’s financial regulator, from the one-year waiting period before a new offer can be made, Stada said early Tuesday. Stada would have to sign off on the exemption in order for it to be granted, according to a BaFin spokesperson.

“Today’s events have nothing to do with the takeover situation," Chairman Ferdinand Oetker said in an email to Bloomberg News. In a separate statement, he said the appointments were part of a process over “many months” to complete the company’s executive board. “We continue on our strategy undeterred,” Oetker said. “Stada will examine any potential new takeover offers impartially.”

Shares of Stada rose 2.3 percent to 63.93 euros at 1:10 p.m. in Frankfurt.

The buyout firms just missed the 67.5 percent threshold for a successful offer last week, receiving 65.5 percent of Stada shares. They had already lowered their offer threshold, originally set at 75 percent, and extended the deadline on the bid in an effort to win more shareholder support.

Willink and Duettmann could be temporary caretakers should the Bain and Cinven bid ultimately be successful. The partners have been talking to their own CEO candidates, two people familiar with the matter said before Tuesday’s announcement.

Stada’s sales and profit targets for 2019 remain unchanged, Oetker said.

(Updates with deliberations about threshold in fourth paragraph.)

--With assistance from Manuel Baigorri and Aaron Kirchfeld

To contact the reporters on this story: Eyk Henning in Frankfurt at ehenning1@bloomberg.net, Naomi Kresge in Berlin at nkresge@bloomberg.net, Sarah Syed in London at ssyed35@bloomberg.net.

To contact the editors responsible for this story: Aaron Kirchfeld at akirchfeld@bloomberg.net, Phil Serafino, Marthe Fourcade

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