SdK offers litigation finance to enforce claims for additional payment for
former shareholders of STADA Arzneimittel AG

Issuer: Schutzgemeinschaft der Kapitalanleger e.V. / Key word(s): Tender
Offer/Legal Matter
SdK offers litigation finance to enforce claims for additional payment for
former shareholders of STADA Arzneimittel AG

09.07.2024 / 11:30 CET/CEST
The issuer is solely responsible for the content of this announcement.

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SdK offers litigation finance to enforce claims for additional payment for
former shareholders of STADA Arzneimittel AG

Former shareholders of STADA Arzneimittel AG who tendered their Stada shares
as part of the takeover offer by Nidda Healthcare Holding AG in August or
September 2017 are entitled to an additional payment of EUR8.15 per share.
This was decided by the Federal Court of Justice in May 2023. Since Nidda
Healthcare Holding AG refuses to make a voluntary additional payment to all
former STADA shareholders, SdK Schutzgemeinschaft der Kapitalanleger e.V. is
offering litigation financing for a legal claim without any cost risk to the
affected former STADA shareholders.

On July 19, 2017, Nidda Healthcare Holding AG, a joint venture of the
international financial investors Bain Capital and Cinven Partners,
submitted a voluntary public takeover offer to the shareholders of STADA
Arzneimittel AG to acquire their shares at a price of EUR 66.25 per share.
Within the acceptance period (until the end of August 16, 2017), the
bidder's offer was accepted by 63.76 % of STADA shareholders and within a
further acceptance period (until September 1, 2017) by a further 0.11 % of
STADA shareholders. The bidder thus achieved a tender volume, including
shares held by STADA, of approx. 63.87 % of STADA's share capital and voting
rights. On August 30, 2017, a shareholder holding 8,265,142 shares (13.26 %
of the shares and voting rights) agreed to a domination and profit and loss
transfer agreement between Nidda Healthcare and STADA if the amount of the
compensation under the domination and profit and loss transfer agreement is
at least EUR 74.40 per STADA share. Several former shareholders of STADA,
who had accepted the lower takeover offer, filed a lawsuit against the
bidder demanding the difference between the offer price and the compensation
under the domination and profit and loss transfer agreement of EUR 74.40. In
two identical judgments dated 23 May 2023 (case no. II ZR 219/21 and II ZR
220/21), the German Federal Court of Justice (BGH) ruled in favor of two
plaintiffs pursuant to sections 31 (5) and (6) WpÜG, referring to the
principles of the so-called Celesio case law. In principle, all former
shareholders of Stada AG who had initially exchanged their regular shares
for the securities tendered for sale with ISIN DE000A2GS5A4 or for
securities subsequently tendered for sale with ISIN DE000A2GS5B2 and had
subsequently tendered these in the takeover offer are entitled for the
payment of the difference. Following a request of the Federal Financial
Supervisory Authority ("BaFin"), the Bidder published a corresponding notice
in the Federal Gazette, but pointed out that, in its view, any payment
claims by former shareholders could be based on the defense of the statute
of limitations. In the opinion of the Bidder, the statute of limitations
generally began at the latest at the end of 2017. However, this is
incorrect. The claims of the former shareholders of STADA are not yet
time-barred: This is because after the courts of the 1st and 2nd instance
had still rejected the claim for subsequent payment, only the BGH confirmed
this claim for additional payment. The claim for additional payment is
therefore not yet time-barred.

The SdK is offering affected former STADA shareholders legal cost financing
to enforce their claims for additional payment. The claims can thus be
enforced without any cost risk. The SdK, as the financier of the legal
costs, assumes all costs of the legal proceedings in return for a profit
participation of 30% of the proceeds in the event of success. For more
information please contact us at info@sdk.org.

The SdK will be happy to answer any questions from its affected members by
e-mail at info@sdk.org or by telephone on +49 89 / 2020846-0.

Munich, 9th of July 2024
SdK Schutzgemeinschaft der Kapitalanleger e.V.


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