InVision AG
InVision Aktiengesellschaft intends delisting, conclusion of a Delisting Agreement

Public disclosure of inside information in accordance with Article 17 of Regulation 596/2014 (EU)

InVision Aktiengesellschaft intends delisting, conclusion of a Delisting Agreement

Düsseldorf, December 7, 2023. InVision Aktiengesellschaft (ISIN: DE0005859698) (“InVision” or “Company”) has today entered into a Delisting Agreement with its main shareholder Acme 42 GmbH, which holds approximately 57.72% of the shares in the Company. Based on this agreement, the Company shall, following the publication of a public delisting tender offer by Acme 42 GmbH, apply for the revocation of the admission of the InVision shares to trading on the regulated market (so-called delisting).

In the Delisting Agreement, Acme 42 GmbH has undertaken to make a public delisting tender offer to the shareholders of InVision in the form of a cash offer to acquire all shares of InVision not already directly held by Acme 42 GmbH against payment of a cash consideration. Acme 42 GmbH will prepare an Offer Document and submit it to the German Federal Financial Supervisory Authority (“BaFin”) for review and approval prior to publication within the statutory period of 4 weeks after the announcement of the offer. The Delisting Agreement provides that the consideration per InVision Share offered to the shareholders of InVision Shares in the Offer Document shall be the statutory minimum price pursuant to Section 39 para. 3 sentence 2 of the German Stock Exchange Act (“BörsG”) in conjunction with Section 31 para. 1 and 7 of the German Securities Acquisition and Takeover Act (“WpÜG”) in conjunction with Section 5 para. 3 WpÜG Offer Regulation, as notified by BaFin, subject to any increases pursuant to the provisions of the WpÜG (including any increases pursuant to Section 31 para. 2 to 6 WpÜG).

Considering the overall circumstances, the Management Board and Supervisory Board are of the opinion that the conclusion of the Delisting Agreement and the delisting are in the interest of the Company and have approved the Delisting Agreement. This is based in particular on the fact that, in the opinion of the Management Board and Supervisory Board, the Company no longer needs access to the public capital market and the delisting is therefore advantageous from a strategic and financial perspective.

Against this background, the company has undertaken – subject to a detailed examination of the offer document and within the scope of its statutory obligations – to support the delisting tender offer. The Management Board and Supervisory Board will issue a reasoned statement on the delisting tender offer of Acme 42 GmbH in accordance with Section 27 WpÜG.

The management of the Frankfurt Stock Exchange will decide on the application to revoke the admission of the shares. After the revocation of the stock exchange admission becomes effective, the InVision Shares will no longer be admitted for trading or traded on a domestic regulated market or a comparable foreign market.