STEMMER IMAGING AG; Bidder: Ventrifossa BidCo AG

THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN 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.

Publication of the decision to launch a public delisting tender offer (freiwilliges öffentliches Übernahmeangebot) in accordance with Sec. 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) in conjunction with Sec. 39 para. 2 s. 3 no. 1 of the German Stock Exchange Act (Börsengesetz)

– Convenience Translation –

Bidder:

Ventrifossa BidCo AG

c/o Apex Corporate Products (Germany) GmbH

Eschersheimer Landstraße 50-54

60322 Frankfurt am Main

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 294069

Target:

STEMMER IMAGING AG

Gutenbergstr. 9-13

82178 Puchheim

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 237247

ISIN: DE000A2G9MZ9 (WKN: A2G9MZ)

Today, on 6 November 2024, Ventrifossa BidCo AG (“Bidder“), a holding company controlled by funds managed or advised by MiddleGround Management, L.P., has decided to offer to the shareholders of STEMMER IMAGING AG (“STEMMER“) by way of a public delisting tender offer (“Delisting Offer“) to acquire all no-par value bearer shares in STEMMER not yet held by the Bidder with a proportionate interest in the share capital of EUR 1.00 per share (“STEMMER Shares“). The Bidder intends to offer a cash consideration in the amount of EUR 48.00 per STEMMER Share.

The Delisting Offer will not be subject to any offer conditions.

After the closing having taken place on November 5, 2024 of both, the share purchase and transfer agreement with PRIMEPULSE SE dated July 22, 2024 and the public takeover offer announced on July 22, 2024, the Bidder currently holds 5,429,829 STEMMER Shares, which corresponds to approx. 83.54% of STEMMER's share capital.

The Bidder today entered into a delisting agreement with STEMMER regarding the principal terms and conditions of the Delisting Offer as well as the application for the revocation (Widerruf) of the admission of the STEMMER Shares to trading on the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The management board and the supervisory board of STEMMER, which have approved the conclusion of the delisting agreement today, explicitly support the Delisting Offer and undertake to apply for the revocation (Widerruf) of the admission of the STEMMER Shares to trading on the regulated market of Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), subject to their review of the offer document yet to be published by the Bidder and their fiduciary duties.

The offer document for the Delisting Offer (in German and a non-binding English translation) and further information on the Delisting Offer will be published and available on the internet at www.project-oculus.de.

Munich, 6 November 2024

Ventrifossa BidCo AG

Important Notice

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 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 Delisting Offer itself as well as its terms and conditions and further provisions concerning the Delisting Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. Investors and holders of shares in STEMMER are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer upon their availability since they will contain important information. Shareholders not resident in Germany wanting to accept the Delisting Offer must make inquiries on relevant and applicable legislation, including but not limited to whether governmental consent is required and possible tax consequences. The Delisting 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 Delisting Offer or acceptance thereof would be in conflict with the laws of such jurisdictions.

The Delisting Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) and the German Stock Exchange Act (Börsengesetz – BörsG), and certain securities law provisions of the United States of America relating to cross-border takeover or delisting offers. The Delisting Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the Delisting Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of STEMMER shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no Delisting Offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable law.

Ventrifossa BidCo AG reserves the right, to the extent permitted by law, to directly or indirectly acquire additional STEMMER shares outside the Delisting Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG and the BörsG, and the Offer Price may be increased in accordance with the WpÜG to match any consideration paid outside of the Delisting Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of STEMMER shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Delisting Offer will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and will be subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to Ventrifossa BidCo AG and STEMMER included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that STEMMER is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with Ventrifossa BidCo AG as a result of the acceptance of the planned Delisting Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Delisting Offer under United States federal securities laws (or other laws they are acquainted with) since Ventrifossa BidCo AG and STEMMER are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court's judgment.

The Delisting 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 Delisting 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 Delisting 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.