MiddleGround Capital concludes investment agreement with STEMMER IMAGING and announces voluntary public takeover offer at EUR 48.00 per share

Puchheim, July 22, 2024

STEMMER IMAGING AG: MiddleGround Capital concludes investment agreement with STEMMER IMAGING and announces voluntary public takeover offer at EUR 48.00 per share

• Voluntary public takeover offer by MiddleGround Capital at a price of EUR 48.00 per share, which corresponds to a premium of 52% to the closing share price on July 19, 2024
• STEMMER IMAGING and MiddleGround Capital conclude investment agreement to unlock long-term growth opportunities for STEMMER IMAGING
• MiddleGround Capital secured a stake of approximately 69.4% of all outstanding shares through a share purchase agreement with the main shareholder PRIMEPULSE
• Shareholders who together hold approximately 8.3% of the shares have irrevocably undertaken to tender their shares in the offer
• Share purchase agreement and takeover offer are subject to market standard conditions, including regulatory approvals
• Expected completion of transaction in the fourth quarter of 2024
• MiddleGround Capital intends to take STEMMER IMAGING private after completion of the offer

Puchheim, July 22, 2024 – The Management Board of STEMMER IMAGING AG (“STEMMER IMAGING”) (ISIN DE000A2G9MZ9 / GSIN A2G9MZ) today concluded an investment agreement with MiddleGround Capital to unlock and support the company’s long-term growth. The Management Board of STEMMER IMAGING will remain in its current composition and will continue leading the company.

Transaction Details

MiddleGround Capital plans to submit an offer to all shareholders of STEMMER IMAGING to acquire all outstanding shares of the company for EUR 48.00 per share. This corresponds to a premium of 52% to the closing price of the STEMMER IMAGING share on July 19, 2024, and a premium of 41% to the volume-weighted average share price of the past three months as of July 19, 2024. It would imply an equity value of STEMMER IMAGING of EUR 312 million. A fairness opinion prepared by the investment bank ParkView Partners concludes that the offer price is fair from a financial point of view.

MiddleGround Capital has already irrevocably secured a stake of approximately 69.4% of all outstanding STEMMER IMAGING shares through a share purchase agreement with the main shareholder PRIMEPULSE SE (“PRIMEPULSE”). PRIMEPULSE has committed to contribute part of the shares it holds to the Bidder and to remain invested in STEMMER IMAGING as a minority shareholder together with MiddleGround Capital. In addition, shareholders and members of the Management Board who together hold approximately 8.3% of all outstanding STEMMER IMAGING shares have irrevocably undertaken to accept the offer for the STEMMER IMAGING shares held by them.

The transaction is subject to market standard conditions, including regulatory approvals, and is expected to be completed in the fourth quarter of 2024. The takeover offer will not contain a minimum acceptance threshold. The final terms and conditions will be set out in the offer document, which is subject to permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).

After completion of the takeover offer, the Bidder intends to take STEMMER IMAGING private, which could inter alia, be effected through a delisting.

The Management Board and Supervisory Board of STEMMER IMAGING welcome the planned investment and support the announced takeover offer, subject to the review of the offer document yet to be published by the Bidder. The Management Board and Supervisory Board of STEMMER IMAGING will issue and publish the legally required reasoned statement on the takeover offer after publication of the offer document and its careful examination.

The offer document and further announcements relating to the offer will be made available by the Bidder on the following website: https://www.project-oculus.de. The exact deadline for the acceptance of the takeover offer will also be published there.

Arne Dehn, CEO of STEMMER IMAGING, commented: “MiddleGround Capital is a professional, entrepreneurial partner with a high level of operational expertise that understands the success factors for our business very well and can sustainably support STEMMER IMAGING in its further development and growth strategy. We therefore welcome the agreement with MiddleGround Capital in the interests of our employees, customers, suppliers and shareholders.”

Klaus Weinmann, Chairman of the Supervisory Board of STEMMER IMAGING and CEO of PRIMEPULSE: “We are delighted about MiddleGround Capital’s great interest in the further development of STEMMER IMAGING. STEMMER IMAGING has developed very positively in recent years and is now ready for the next growth step.”

“We believe our longstanding expertise in the value-added distribution space makes us a proven partner for growing STEMMER IMAGING’s leading position in the machine vision space,” said John Stewart, Managing Partner of MiddleGround Capital. “We look forward to working closely with the team as they expand the company’s presence within the European market and broaden its reach to the US and globally.”

“We have strong conviction in companies that benefit from industry 4.0 tailwinds, which perfectly positions us to help STEMMER IMAGING reach the next phase of its potential,” said Alex van der Have, Managing Director and Head of Europe for MiddleGround Capital. “While already a clear leader in machine vision solutions, we believe STEMMER IMAGING has the potential for accelerated growth, both in existing and new markets.”

Advisors
Investment bank ParkView Partners is acting as the exclusive financial advisor and law firm Hogan Lovells is acting as the legal advisor to STEMMER IMAGING.

Important Note
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares in STEMMER IMAGING. This press release also does not constitute a statement by the Management Board or the Supervisory Board on the announced offer. Solely binding for the offer is only the offer document of the Bidder.

About STEMMER IMAGING AG

STEMMER IMAGING is the leading international systems house for machine vision technology. With a background of all-round engineering expertise, STEMMER IMAGING 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.

About MiddleGround Capital

MiddleGround Capital is a private equity firm based in Lexington, Kentucky, with over USD 3.5 billion of assets under management. MiddleGround Capital makes control investments in middle market B2B companies in the industrial and specialty distribution sectors. MiddleGround Capital 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 PRIMEPULSE SE

PRIMEPULSE is the investment company of the founders of the TecDAX-listed IT service provider CANCOM and invests primarily in growth-oriented IT and technology companies in the DACH region. These companies benefit from PRIMEPULSE’s many years of experience in the IT environment and a deep understanding of business models and markets, which is actively contributed to the strategic development of the portfolio companies.

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