Acceptance period for MiddleGround Capital’s public delisting tender offer for STEMMER IMAGING AG begins

Puchheim, November 29, 2024

STEMMER IMAGING AG: Acceptance period for MiddleGround Capital’s public delisting tender offer for STEMMER IMAGING AG begins

Puchheim, November 29, 2024 – The majority shareholder of STEMMER IMAGING AG, Ventrifossa BidCo AG ("Bidder"), a holding company controlled by MiddleGround Capital, today published the offer document for the public delisting tender offer to all shareholders of STEMMER IMAGING AG (ISIN DE000A2G9MZ9 / GSIN A2G9MZ). The offer aims to acquire the outstanding shares not already directly held by the Bidder. Previously, the German Federal Financial Supervisory Authority (BaFin) had approved the publication of the offer document.

The acceptance period begins today and ends on December 27, 2024, at 24:00 (CET). Both companies had concluded a delisting agreement on November 6, 2024. The Bidder currently holds approximately 83.5% of the share capital and voting rights of STEMMER IMAGING.

The offer price of EUR 48.00 per share is above the weighted average stock exchange price of the STEMMER IMAGING share during the last six months prior to the publication of the decision of the Bidder to make the delisting tender offer on November 6, 2024. Furthermore, the offer price of the delisting tender offer represents a premium of approximately 52% over the closing price of STEMMER IMAGING AG shares on July 19, 2024, the last trading day unaffected by the previous takeover offer by the Bidder for the STEMMER IMAGING AG shares.

The Management Board of STEMMER IMAGING AG has committed as part of the delisting agreement and subject to legal requirements to support the delisting and to apply for the revocation of the admission of all STEMMER IMAGING shares to trading on the regulated market of the Frankfurt Stock Exchange during the acceptance period of the delisting tender offer. In accordance with their legal obligations, the Management Board and Supervisory Board of STEMMER IMAGING AG will publish a joint reasoned opinion on the delisting tender offer during the acceptance period.

With the termination of the stock exchange listing, trading of STEMMER IMAGING shares on the regulated market will be ceased. This may result in very limited liquidity and availability of market prices for STEMMER IMAGING shares. Shareholders are therefore given the opportunity to tender their shares into the delisting tender offer before the listing ends. Furthermore, with the termination of the listing on the regulated market, several extensive financial reporting and capital market disclosure obligations of STEMMER IMAGING will also come to an end.

The delisting tender offer is not subject to any conditions. The termination of the admission of STEMMER IMAGING shares to trading on the regulated market is expected to take effect at the end of December 2024. The offer document and a non-binding English translation, along with further information about the offer, are available at www.project-oculus.de.

Important Note

This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the delisting tender offer. The Bidder’s offer document is solely binding for the delisting tender offer itself.

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