MiddleGround Capital (“MiddleGround”), a Lexington-based private
equity firm, together with Blitz 24-884 AG (in future: Ventrifossa
BidCo AG) (“Bidder”), a holding company controlled by funds managed
or advised by MiddleGround, announced today its decision to launch
a voluntary public takeover offer (the “Takeover Offer”) at a price
of EUR 48.00 per share in cash for all outstanding shares of
STEMMER IMAGING AG (“STEMMER” or the “Company”)
(ISIN DE000A2G9MZ9 / GSIN A2G9MZ), a leading provider of
machine and artificial vision solutions.
In this context, MiddleGround and STEMMER
entered into an investment agreement to unlock additional long-term
growth opportunities for STEMMER. The offer price corresponds to a
premium of 52% to the closing share price on July 19, 2024, and a
premium of 41% to the volume-weighted average price of the STEMMER
share over the past three months until July 19, 2024. The Takeover
Offer will be subject to customary conditions, in particular
regulatory clearances. It will not contain a minimum acceptance
threshold.
In connection with the Takeover Offer,
MiddleGround has already irrevocably secured a stake of
approximately 69.4% of all outstanding shares through a share
purchase agreement with the majority shareholder PRIMEPULSE SE
(“PRIMEPULSE”). In the share purchase agreement, PRIMEPULSE has
committed to sell the majority of its shares in the Company and to
contribute the remainder to the Bidder, thus remaining indirectly
invested in the Company as a minority shareholder.
In addition, shareholders who together hold
approximately 8.3% of all outstanding shares, including the members
of the Management Board of STEMMER, have irrevocably undertaken to
accept the Takeover Offer for the STEMMER shares held by them.
After completion of the takeover offer,
MiddleGround intends to take STEMMER private, which could, inter
alia, be effected through a delisting.
“We believe our longstanding expertise in the
value-add distribution space makes us a proven partner for growing
STEMMER’s leading position in the machine vision space,” said John
Stewart, Managing Partner of MiddleGround. “We look forward to
working closely with the team as they expand the company’s presence
within the European market and broaden its reach to the US and
globally.”
“We have strong conviction in companies that
benefit from industry 4.0 tailwinds, which perfectly positions us
to help STEMMER reach the next phase of its potential,” said Alex
van der Have, Managing Director and Head of Europe for
MiddleGround. “While already a clear leader in machine vision
solutions, we believe STEMMER has the potential for accelerated
growth, both in existing and new markets."
“MiddleGround Capital is a professional,
entrepreneurial partner with a high level of operational expertise
that understands the success factors for our business very well and
can sustainably support STEMMER in its further development and
growth strategy,” said Arne Dehn, CEO of STEMMER. “We therefore
welcome the agreement with MiddleGround Capital in the interests of
our employees, customers, suppliers and shareholders.”
“We are delighted about MiddleGround Capital's
great interest in the further development of STEMMER,” said Klaus
Weinmann, Chairman of the Supervisory Board of STEMMER and CEO of
PRIMEPULSE. “STEMMER has developed very positively in recent years
and is now ready for the next growth step.”
The Takeover Offer will be made pursuant to an
offer document to be approved by the German Federal Financial
Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht – “BaFin”). This offer document will
be published following receipt of permission by BaFin, at which
point the public acceptance period will commence. The offer
document (in German and a non-binding English translation) and
other information pertaining to the Takeover Offer will be
published on the following website: www.project-oculus.de.
Advisors
Jefferies is serving as lead financial and debt
financing advisor and Clifford Chance is serving as legal counsel
to MiddleGround Capital.
About STEMMER IMAGING AGSTEMMER
IMAGING AG is the leading international systems house for machine
vision technology. With a background of all-round engineering
expertise, STEMMER IMAGING AG delivers the entire spectrum of
machine vision services for both, industrial and non-industrial
applications – from value-added services to the development of
subsystems and its own products, based on an extensive commercial
range of products. For more information, please visit:
https://www.stemmer-imaging.com/
About MiddleGroundMiddleGround
Capital is a private equity firm based in Lexington, Kentucky with
over $3.5 billion of assets under management. MiddleGround makes
control equity investments in middle market B2B industrial and
specialty distribution businesses. MiddleGround works with its
portfolio companies to create value through a hands-on operational
approach and partners with its management teams to support
long-term growth strategies. For more information, please visit:
https://middleground.com/.
About PRIMEPULSE SEPRIMEPULSE
is the investment company of the founders of the TecDAX-listed IT
service provider CANCOM and invests primarily in growth-oriented IT
and technology companies in the DACH region. These companies
benefit from PRIMEPULSE's many years of experience in the IT
environment and a deep understanding of business models and
markets, which is actively contributed to the strategic development
of the portfolio companies.
MiddleGround Capital Media
Contacts: Doug Allen/Maya HanowitzDukas Linden Public
RelationsMiddleGround@dlpr.com +1 (646) 722-6530
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 the United States of
America, 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 Takeover Offer itself as well as its terms
and conditions and further provisions concerning the Takeover 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 Takeover Offer upon their
availability since they will contain important information.
Shareholders not resident in Germany wanting to accept the Offer
must make inquiries on relevant and applicable legislation,
including but not limited to whether governmental consent is
required and possible tax consequences. The Takeover 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 Takeover Offer or acceptance thereof would be in conflict with
the laws of such jurisdictions.
The Takeover Offer will exclusively be subject
to the laws of the Federal Republic of Germany. Any agreement that
is entered into as a result of accepting the Takeover Offer will be
exclusively governed by the laws of the Federal Republic of Germany
and is to be interpreted in accordance with such laws.
The Takeover 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 Takeover Offer will be 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 Takeover 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.