MiddleGround Capital
MiddleGround Capital launches Voluntary Public Takeover Offer for 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.

MiddleGround Capital launches Voluntary Public Takeover Offer for STEMMER IMAGING AG     

• Offer document published today following approval by the German Federal Financial Supervisory Authority (BaFin)
• Acceptance period starts today and will end at midnight (CEST) on September 30, 2024
• Offer price of EUR 48.00 per share in cash represents an attractive premium of approximately 52 percent to the closing price of the STEMMER IMAGING AG share on July 19, 2024
• Management and Supervisory Boards of STEMMER IMAGING AG welcome and support the transaction, subject to review of the offer document.

Lexington, KY, September 02, 2024 – Ventrifossa BidCo AG (“Bidder”), a holding company controlled by MiddleGround Capital (“MiddleGround“), published today the offer document (“Offer Document”) for the voluntary public takeover offer (“Takeover Offer”) for all outstanding shares of STEMMER IMAGING AG (“STEMMER”; ISIN DE000A2G9MZ9 / GSIN A2G9MZ) following approval by the German Federal Financial Supervisory Authority (“BaFin”). MiddleGround is an operationally-focused private equity firm that makes majority investments in North American and European headquartered middle market industrial and specialty distribution businesses.

STEMMER shareholders can now accept the Takeover Offer and tender their shares at a price of EUR 48.00 per share, offering an attractive opportunity to immediately realize significant value. The offer price represents an attractive premium of approximately 52 percent to the closing price of the STEMMER share on July 19, 2024, and a premium of approximately 41 percent to the volume-weighted average share price of the past three months up to and including July 21, 2024. The acceptance period for the Takeover Offer starts today and will end at midnight (CEST) on September 30, 2024.

The STEMMER Management and Supervisory Boards welcome and support the Takeover Offer, subject to their final review of the Offer Document. STEMMER’s Management and Supervisory Boards will issue and publish the legally required reasoned opinion concerning the Takeover Offer after carefully reviewing the Offer Document.

The Takeover Offer contains market standard closing conditions and no minimum acceptance threshold. The Takeover Offer is subject to certain customary conditions, in particular regulatory clearances. The detailed terms and conditions of the Takeover Offer can be found in the Offer Document. After completion of the Takeover Offer, the Bidder intends to take STEMMER private, which could, inter alia, be effected through a delisting.

All relevant details regarding the acceptance of the Takeover Offer are set out in the Offer Document, which is available online at https://www.project-oculus.de. Along with the German version of the Offer Document, a non-binding English version of the Offer Document is also available at this web address.


About MiddleGround

MiddleGround Capital is a private equity firm based in Lexington, Kentucky with over $3.5 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.