Management Board and Supervisory Board recommend acceptance of MiddleGround Capital’s public delisting tender offer

Puchheim, December 9, 2024

STEMMER IMAGING AG: Management Board and Supervisory Board recommend acceptance of MiddleGround Capital’s public delisting tender offer

• Publication of Management Board’s and Supervisory Board’s Joint Reasoned Statement
• Offer price of EUR 48.00 per STEMMER IMAGING-share 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
• Management Board and Supervisory Board are of the opinion that a delisting is in the best interest of the company
• Acceptance period expected to run until December 27, 2024

Puchheim, December 9, 2024 – In accordance with the requirements of the German Securities Acquisition and Takeover Act (“WpÜG”), the Management and Supervisory Board of STEMMER IMAGING AG (“STEMMER IMAGING”) have today issued their Joint Reasoned Statement on the delisting tender offer (“Offer”) of Ventrifossa BidCo AG (“Bidder”) for the shares of STEMMER IMAGING (ISIN DE000A2G9MZ9 / GSIN A2G9MZ). The Bidder is a holding company controlled by MiddleGround Capital. After careful and thorough examination of the offer document published on November 29, 2024, the Management Board and Supervisory Board recommend in their Joint Reasoned Statement that the shareholders of STEMMER IMAGING accept the Offer.

The Management Board and Supervisory Board are of the opinion that the intended delisting is in the best interest of STEMMER IMAGING. For this reason, they welcome and support the Bidder’s Offer as set forth in the offer document. Accordingly, in the opinion of the Management Board and Supervisory Board and taking into account the renewed assessment of the adequacy of the offer price (fairness opinion) prepared by financial advisor ParkView Partners GmbH, the offer price of EUR 48.00 per STEMMER IMAGING share is fair and appropriate (angemessen) from a financial perspective. The offer price 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 Offer on November 6, 2024. Furthermore, the offer price includes an attractive premium of approx. 52% compared to the closing price of the STEMMER IMAGING AG share on July 19, 2024, the last unaffected trading day of the STEMMER IMAGING AG share before the previous takeover offer of the Bidder had been announced.

In accordance with Section 27 of the German Securities Acquisition and Takeover Act (WpÜG), the Joint Reasoned Statement of the Management and Supervisory Boards of STEMMER IMAGING has been published on the Internet on the website of STEMMER IMAGING at https://www.stemmer-imaging.com/ under Company/Investor Relations in the “Investor Relations” section in German and a non-binding English translation has also been made available there. Only the German version is binding.

The acceptance period commenced with the publication of the offer document on November 29, 2024, and is expected to end on December 27, 2024, at 24:00 hours (CET). In light of this, STEMMER IMAGING will shortly apply for the revocation of the admission of the STEMMER IMAGING shares to trading on the regulated market of the Frankfurt Stock Exchange.

All relevant details regarding the acceptance of the Offer are set out in the offer document, which is available on the Bidder’s website: https://www.project-oculus.de. Shareholders should contact their depositary bank directly in order to tender their shares in the Offer.

Important Note

Only the Management Board’s and Supervisory Board’s Joint Reasoned Statement is authoritative. The information in this press release does not constitute an explanation of, or an amendment to, statements contained in the Joint Reasoned Statement. Any decision regarding the acceptance or non-acceptance of the Offer should be based solely on a careful consideration of the offer document published on www.project-oculus.de and the Joint Reasoned Statement by the Management Board and Supervisory Board of STEMMER IMAGING AG published on www.stemmer-imaging.com in the “Investor Relations” section.

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