STEMMER IMAGING AG: Management Board and Supervisory Board recommend acceptance of MiddleGround Capital’s voluntary public takeover offer

Puchheim, September 11, 2024

STEMMER IMAGING AG: Management Board and Supervisory Board recommend acceptance of MiddleGround Capital’s voluntary public takeover offer

• Publication of Management Board’s and Supervisory Board’s Joint Reasoned Statement
• Offer price of EUR 48.00 per STEMMER IMAGING-share with attractive premium of approx. 52% to the closing price of the STEMMER IMAGING AG share on July 19, 2024, and of approx. 41% in relation to STEMMER IMAGING’s volume-weighted average share price over the past three months until July 21, 2024
• Management Board and Supervisory Board welcome the business strategy the Bidder envisages for STEMMER IMAGING post-transaction
• Acceptance period expected to run until September 30, 2024

Puchheim, September 11, 2024 – In accordance with the requirements of the German Securities Acquisition and Takeover Act (WpÜG), the Management and Supervisory Board of STEMMER IMAGING AG (“STEMMER IMAGING”) have today issued their Joint Reasoned Statement on the voluntary public takeover offer of Ventrifossa BidCo AG (“Bidder”) for the shares of STEMMER IMAGING (ISIN DE000A2G9MZ9 / GSIN A2G9MZ). The Bidder is a holding company controlled by MiddleGround Capital. After careful and thorough examination of the offer document published on September 2, 2024, the Management Board and Supervisory Board recommend in their Joint Reasoned Statement that the shareholders of STEMMER IMAGING accept the offer.

The main shareholder PRIMEPULSE SE and other shareholders, who together hold approximately 78% of the shares in STEMMER IMAGING, have already agreed on a partnership with MiddleGround Capital und will support the offer with the STEMMER IMAGING shares they hold. The members of the Management Board of STEMMER IMAGING AG have accepted the takeover offer for the shares held by them.  PRIMEPULSE has also undertaken to contribute a portion of its STEMMER IMAGING shares to the Bidder and will therefore continue to be a minority shareholder in the new structure in the long term.

The Management Board and Supervisory Board are of the opinion that the offer is in line with the interests and objectives of STEMMER IMAGING, the shareholders of STEMMER IMAGING as well as the employees within STEMMER IMAGING Group to a significant extent. For this reason, they welcome and support the Bidder’s offer as set forth in the offer document. Accordingly, in the opinion of the Management Board and Supervisory Board and taking into account the fairness opinion prepared by financial advisor ParkView Partners GmbH, the offer price of EUR 48.00 per STEMMER IMAGING share is fair and appropriate (angemessen) from a financial perspective. Furthermore, the offer price corresponds to an attractive premium of approx. 52% to the closing price of the STEMMER IMAGING AG share on July 19, 2024, and of approx. 41% in relation to the volume-weighted average price of the STEMMER IMAGING share over the past three months up until July 21, 2024¹. In addition, in the opinion of the Management Board and the Supervisory Board the Company has a strong financial partner in MiddleGround Capital, who is committed to support the operating business financially with regard to the planned growth.

In accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Joint Reasoned Statement of the Management and Supervisory boards of STEMMER IMAGING has been published on the Internet on the website of STEMMER IMAGING at https://www.stemmer-imaging.com/ in the “Investor Relations” section in German and a non-binding English translation has also been made available there. Only the German version is binding.

The acceptance period commenced with the publication of the offer document on September 2, 2024, and is expected to end on September 30, 2024, at 24:00 hours (CEST). All relevant details regarding the acceptance of the offer are set out in the offer document, which is available on the Bidder’s website: https://www.project-oculus.de. Shareholders should contact their depositary bank directly in order to tender their shares in the takeover offer.

¹The day after which the ad hoc announcement concerning the conclusion of an investment agreement was published.

Important Note

Only the Management Board’s and Supervisory Board’s reasoned opinion is authoritative. The information in this press release does not constitute an explanation of, or an amendment to, statements contained in the opinion. Any decision regarding the acceptance or non-acceptance of the takeover offer should be based solely on a careful consideration of the offer document published on www.project-oculus.de and the joined reasoned statement by the management board and supervisory board of STEMMER IMAGING AG published on www.stemmer-imaging.com in the “Investor Relations” section.

Contact:
STEMMER IMAGING AG
Michael Bülter
Chief Financial Officer
Gutenbergstr. 9-13
82178 Puchheim
Germany
Phone +49 89 80902-196
ir@stemmer-imaging.com
www.stemmer-imaging.com