Activist investor Elliott Management said today that it wants Bain Capital and Cinven to pay at least €74.40 per share for its 15.2% fully-diluted stake in Stada, the German generic pharma company that the private equity firms have agreed to buy at an enterprise value of around €5.3 billion, or €66.25 per share.
Why it matters: Bain and Cinven right now are paying a lot of money without receiving full control in return. The firms had sweetened their initial offer to win 63% of shareholder approval at the €66.25 per share price, but German law requires 75% for full control. In other words, Elliott has them over a barrel — unless the firms gamble that fewer than half of Stada shares are represented at the next shareholder meeting, which would let them hit the 75% mark. If they want to pay Elliott its demanded price within a year of the deal closing, then they'd have to pay the same to everyone else, pushing the total value from €5.3 billion to around €5.7 billion.
Bottom line: Expect Bain and Cinven to bite the bullet here, as Stada shares today were trading even higher than Elliott's asking price.