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

Puchheim, July 22, 2024

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

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

Puchheim, July 22, 2024 – MiddleGround Capital announced today its intention to submit a voluntary public takeover offer to the shareholders of STEMMER IMAGING AG (“STEMMER IMAGING”) (ISIN DE000A2G9MZ9 / GSIN A2G9MZ) to purchase all bearer shares for a cash consideration of EUR 48.00 per share. The consideration offered by MiddleGround Capital in the announced takeover offer 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.

STEMMER IMAGING today entered into an investment agreement with Blitz 24-884 AG (in the future: Ventrifossa BidCo AG) (“Bidder”) and its ultimate shareholder MiddleGround Partners III, L.P. (hereinafter together with the Bidder, “MiddleGround Capital”), concerning a public takeover offer by MiddleGround Capital. As part of this investment agreement between STEMMER IMAGING and MiddleGround Capital, the parties have agreed on key terms of the takeover offer and the key principles of the transaction. The conclusion of the investment agreement is intended to support the long-term growth of STEMMER IMAGING.

Subject to the review of the offer document yet to be published by the Bidder, the Management Board and Supervisory Board of STEMMER IMAGING welcome the takeover offer. The takeover offer will include customary closing conditions and will, in particular, be subject to regulatory approvals. It 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.

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 STEMMER IMAGING 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 the 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.

In accordance with their legal obligations, the Management Board and the Supervisory Board of STEMMER IMAGING will issue and publish a reasoned statement on the takeover offer after the publication of the offer document by the Bidder.

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