Vectron enters into Business Combination Agreement, resolves 10% capital increase without subscription rights of the shareholders and supports voluntary public acqusition offer

Vectron Systems AG / Key word(s): Business Combination Agreed
Vectron Systems AG: Vectron enters into Business Combination Agreement, resolves 10% capital increase without subscription rights of the shareholders and supports voluntary public acqusition offer by Shift4 at a price of EUR 10.50 per share
1. June 2024 / 02:38 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement. Münster, 01. June 2024. Vectron Systems AG (“Vectron”) today entered into a Business Combination Agreement with the Shift4 group ("Shift4"). Shift4 is a US-based, publicly traded company specialising in integrated payments and commerce technology. With the agreement, Vectron and Shift4 aim to effect a mutually beneficial business combination in order to pursue a joint growth strategy. At the same time, Shift4 has entered into a share purchase agreement with the CEO, Thomas Stümmler, and a company controlled by him regarding the purchase of shares representing approx. 41.4% of the share capital of Vectron.

Pursuant to the Business Combination Agreement, Shift4 has committed to launch, within six business days, a voluntary public acqusition offer for all outstanding shares of Vectron (i.e., other than Vectron shares acquired by bilateral purchase agreements) at an offer price of EUR 10.50 per Vectron share.

The offer price of EUR 10.50 per Vectron share corresponds to a premium of approx. 50.4% on the volume-weighted average share price of EUR 6.97 during the last six months prior to the announcement of the transaction. The Management Board and Supervisory Board of Vectron welcome the attractive offer price, fully support the takeover offer and, subject to review of the offer document once published by Shift4, expect to recommend that shareholders accept the offer.

In the Business Combination Agreement, Shift4 has further undertaken to subscribe to a capital increase from authorised capital by issuing 805,651 new shares (corresponding to 10% of the current share capital) at a price of EUR 10.50 per share, i.e. issue proceeds of around EUR 8.5 million. To this end, the Management Board, with the approval of the Supervisory Board, resolved a corresponding capital increase today. Shareholders' subscription rights are excluded. In addition, Shift4 has declared its willingness in principle to support the further growth of Vectron through operational co-operation and, as relevant, with financial resources.

The capital increase subscription obligation of Shift4, the consummation of the intended takeover offer and the share purchase agreement with Thomas Stümmler and the company controlled by him are each subject, among other things, to the condition that Shift4 succeeds in acquiring a total of at least 70% of the Vectron shares (taking into account the new shares to be subscribed from the capital increase). In addition, the respective agreements are subject to further customary closing conditions. The transactions are not subject to any regulatory approval requirements or conditions.

Shift4 and Vectron are endeavouring to fully integrate Vectron into Shift4. To this end, Vectron has undertaken to support possible structural measures, in particular a delisting of the Vectron shares from stock exchange trading, the conclusion of a domination agreement, a squeeze-out or other integration measures in due course at the request of Shift4 after completion of the acquisition offer. Such delisting does not trigger any obligation of Shift4 to make a (further) public offer to acquire Vectron Shares.

The Vectron Management Board is to remain in office and Vectron is to distribute Shift4's payment processing services in Germany in future.

Further information about the voluntary public takeover offer, including the offer document, once published, will be made available by Shift4 on the website www.arrow-offer.com.

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