THIS ANNOUNCEMENT IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. Voluntary public takeover offer at EUR 48.00 per share corresponds to a premium of 52% to the closing share price on July 19, 2024 STEMMER and MiddleGround conclude investment agreement to unlock long-term growth opportunities for STEMMER MiddleGround has irrevocably secured a stake of approx. 77.7% of all outstanding shares of STEMMER through a share purchase agreement with the major shareholder PRIMEPULSE and irrevocable undertakings by shareholders to tender their shares in the offer Acceptance period for shareholders to tender their shares is expected to commence shortly once BaFin has approved the offer document MiddleGround intends to take STEMMER private after completion of the offer LEXINGTON, Ky., July 22, 2024 (GLOBE NEWSWIRE) -- 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 ...