MiddleGround Capital
Additional Acceptance Period begins for MiddleGround Capital’s Voluntary Public Takeover Offer to shareholders of STEMMER IMAGING AG

THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. 

Additional Acceptance Period begins for MiddleGround Capital’s Voluntary Public Takeover Offer to shareholders of STEMMER IMAGING AG

• Shareholders can tender their shares during the additional acceptance period for EUR 48.00 per share in cash, which represents an attractive premium of approx. 52 percent to the closing price of the STEMMER IMAGING AG share on July 19, 2024.
• The additional acceptance period starts on October 5, 2024, and will end on October 18, 2024, at 24:00 hours (Frankfurt am Main local time).

Lexington, KY, October 4, 2024 – The acceptance period for the voluntary public takeover offer (“Takeover Offer”) of Ventrifossa BidCo AG (the “Bidder”), a holding company controlled by MiddleGround Capital (“MiddleGround“) for all outstanding shares of STEMMER IMAGING AG (“STEMMER”; ISIN DE000A2G9MZ9 / GSIN A2G9MZ) ended on September 30, 2024. By the end of the acceptance period, 9.89 percent of STEMMER shares have been tendered into the Takeover Offer. In addition, the Bidder has secured a stake of approx. 69.36 percent of STEMMER shares by entering into a share purchase agreement with STEMMER’s majority shareholder PRIMEPULSE SE. Together with the shares it already holds, the Bidder has now secured 82.66 percent of STEMMER shares. The Takeover Offer is not subject to a minimum acceptance threshold.

STEMMER shareholders who have not yet accepted the Takeover Offer can tender their shares during the additional acceptance period for EUR 48.00 per share in cash, which represents an attractive premium of approx. 52 percent to the closing price of the STEMMER share on July 19, 2024, and a premium of approx. 41 percent to the unaffected 3-months-VWAP as of (and including) July 21, 2024. The additional acceptance period begins on October 5, 2024, and ends on October 18, 2024, at 24:00 hours (Frankfurt am Main local time).

The Management Board and the Supervisory Board of STEMMER welcome and support the Takeover Offer and have previously stated in their joint reasoned statement dated September 11, 2024 that they recommend STEMMER shareholders to accept the offer. The joint reasoned statement can be accessed via STEMMER’s website (www.stemmer-imaging.com/de/company/investors).

After completion of the Takeover Offer, the Bidder intends to take STEMMER private.

The settlement of the Takeover Offer remains subject to certain regulatory approvals. Further information on the Takeover Offer can be found on the transaction website (www.project-oculus.de).

About MiddleGround

MiddleGround Capital is a private equity firm based in Lexington, Kentucky with over $3.7 billion of assets under management. MiddleGround makes majority investments in middle market B2B industrial and specialty distribution businesses. MiddleGround works with its portfolio companies to create value through a hands-on operational approach and partners with its management teams to support long-term growth strategies. For more information, please visit: https://middleground.com. 

About STEMMER IMAGING AG

STEMMER IMAGING AG is the leading international systems house for machine vision technology. With a background of all-round engineering expertise, STEMMER IMAGING AG delivers the entire spectrum of machine vision services for both, industrial and non-industrial applications – from value-added services to the development of subsystems and its own products, based on an extensive commercial range of products. For more information, please visit: https://www.stemmer-imaging.com/.

Media Contacts:  

International media inquiries

Stephan Göttel

Kekst CNC

Stephan.Goettel@kekstcnc.com  

+49 162 269 4588

US media inquiries

Doug Allen/Maya Hanowitz

Dukas Linden Public Relations

MiddleGround@dlpr.com

+1 (646) 722-6530
 

Important Note

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in STEMMER, whether directly or indirectly in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore or South Africa, in jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law.

The Takeover Offer itself as well as its terms and conditions and further provisions concerning the Takeover Offer is set out in in detail in the offer document as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of shares in STEMMER are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Takeover Offer since they will contain important information. Shareholders not resident in Germany wanting to accept the Offer must make inquiries on relevant and applicable legislation, including but not limited to whether governmental consent is required and possible tax consequences. The Takeover Offer is not made, directly or indirectly, and sale will not be accepted from, or on behalf of, shareholders in any jurisdiction where presenting the Takeover Offer or acceptance thereof would be in conflict with the laws of such jurisdictions.

The Takeover Offer is exclusively subject to the laws of the Federal Republic of Germany. Any agreement that is entered into as a result of accepting the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

The Takeover Offer and the information and documents contained in the offer document are not being made and have not been approved by an “authorized person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA“). Accordingly, the information and documents contained in the offer document are not being distributed to, and must not be passed on to, the general public in the United Kingdom unless an exemption applies. The communication of the information and documents contained in the offer document is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the FSMA (Financial Promotion) Order 2005.

The Takeover Offer described herein is made on the basis of the exemptions to publish a prospectus in Switzerland set out in article 36 para. 1 lit. b of the Swiss Financial Services Act (“FinSA“). None of the offering documentation or information relating to the Takeover Offer constitutes a prospectus pursuant to the FinSA. No such documentation or information has been nor will be filed with or approved by any Swiss regulatory authority.