MiddleGround Capital Announces Takeover Offer for STEMMER IMAGING at EUR 48.00 per Share

MiddleGround Capital has announced a voluntary public takeover offer for STEMMER IMAGING AG. The offer is set at EUR 48.00 per share, which represents a 52% premium to the closing price on July 19, 2024. Additionally, it is a 41% premium to the volume-weighted average share price for the past three months. This values STEMMER IMAGING at EUR 312 million.

STEMMER IMAGING has entered into an investment agreement with MiddleGround Capital, including a future renaming of Blitz 24-884 AG to Ventrifossa BidCo AG. The offer includes customary conditions and requires regulatory approval. Notably, there is no minimum acceptance threshold. The final terms will be detailed in the regulatory-approved offer document.

Upon completion, MiddleGround Capital plans to take STEMMER IMAGING private, possibly through a delisting. MiddleGround has secured a 69.4% stake through an agreement with PRIMEPULSE SE, which will remain a minority shareholder. Additional shareholders and board members holding 8.3% of shares have committed to the offer.