DGAP-News: Nidda Healthcare Holding AG
22.09.2017 (www.4investors.de) -
DGAP-News: Nidda Healthcare Holding AG / Schlagwort(e): Anleihe
Nidda Healthcare Holding AG
22.09.2017 / 14:27
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
Frankfurt, Germany, September 22, 2017. Nidda Healthcare Holding AG, an Aktiengesellschaft organized under the laws of Germany (the "Senior Secured Notes Issuer"), and Nidda BondCo GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (the "Senior Notes Issuer" and, together with the Senior Secured Notes Issuer, the "Issuers"), announced today that they have priced their offering of Notes (as defined below). The Senior Secured Notes Issuer has priced its EUR735,000,000 in aggregate principal amount of Senior Secured Notes due 2024 (the "Senior Secured Notes") at par, with a cash coupon of 3.5% per annum. In addition, the Senior Notes Issuer has priced its EUR340,000,000 in aggregate principal amount of Senior Notes due 2025 (the "Senior Notes" and, together with the Senior Secured Notes, the "Notes") at par, with a cash coupon of 5% per annum. The closing of the sale of the Notes is scheduled to be completed on September 29, 2017, and is subject to customary conditions.
The net proceeds from the offering of the Notes (i) will be used to refinance each Issuer's indebtedness outstanding under their EUR485,000,000 senior secured bridge term loan facility and EUR340,000,000 senior bridge term loan facility (together, the "Bridge Facilities"), respectively, and pay fees in connection with such offering and (ii) will be deposited into a secured account for future utilization. The indebtedness under the Bridge Facilities was incurred to finance part of the purchase price for the Senior Secured Notes Issuer's acquisition of approximately 64% of the outstanding common shares in STADA Arzneimittel AG ("STADA"), on August 22, 2017.
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"), only to an investor that is a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, together with any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state (the "Prospectus Directive")).
This document is not an offer of securities for sale in the United States. The Notes may not be sold in the United States unless they are registered under the Securities Act or are exempt from registration. The offering of Notes described in this press release has not been and will not be registered under the Securities Act, and accordingly any offer or sale of Notes may be made only in a transaction exempt from the registration requirements of the Securities Act.
It may 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.
This document has been prepared on the basis that any offer of the Notes in any member state of the EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the Notes which are the subject of the placement contemplated in this document may only do so in circumstances in which no obligation arises for the Issuers or any of the initial purchasers of such Notes to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuers nor the initial purchasers of such Notes have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers or any initial purchasers of such Notes to publish or supplement a prospectus for such offer.
This document is only being distributed to, and is only directed at, persons in the United Kingdom that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) 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 document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
Neither the content of STADA's or the Issuers' website nor any website accessible by hyperlinks on STADA's or the Issuers' website is incorporated in, or forms part of, this announcement. The distribution of this announcement 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 press release 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 the results of the Issuers and their subsidiaries or their respective industries' 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 the Issuers and their subsidiaries do 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.
22.09.2017 Veröffentlichung einer Corporate News/Finanznachricht, übermittelt durch DGAP - ein Service der EQS Group AG. Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.Die DGAP Distributionsservices umfassen gesetzliche Meldepflichten, Corporate News/Finanznachrichten und Pressemitteilungen. Medienarchiv unter http://www.dgap.de
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