EQS-WpÜG: Takeover Offer / Target company: STEMMER IMAGING AG; Bidder: Blitz 24-884 AG (in future: Ventrifossa BidCo AG)

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.

Publication of the decision to launch a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) in accordance with Sec. 10 para. 1 in conjunction with Sec. 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

– Convenience Translation –

Bidder:

Blitz 24-884 AG (in future: Ventrifossa BidCo AG)

c/o Blitzstart Services GmbH

Maximiliansplatz 17

80333 München

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 294069

Target:

STEMMER IMAGING AG

Gutenbergstr. 9-13

82178 Puchheim

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 237247

ISIN: DE000A2G9MZ9 (WKN: A2G9MZ)

Today, on 22 July 2024, Blitz 24-884 AG (in future: Ventrifossa BidCo AG) (“Bidder“), a holding company controlled by funds managed or advised by MiddleGround Management, L.P., has decided to offer to the shareholders of STEMMER IMAGING AG (“STEMMER“) by way of a voluntary public takeover offer (“Takeover Offer“) to acquire all no-par value bearer shares in STEMMER with a proportionate interest in the share capital of EUR 1.00 per share (“STEMMER Shares“). The Bidder intends to offer a cash consideration in the amount of EUR 48.00 per STEMMER Share. This represents a premium of approx. 41% to the volume-weighted Xetra average price of the STEMMER Share over the past three months as of (including) 19 July 2024, and a premium of approx. 52% to the closing share price on 19 July 2024.

The Takeover Offer will be subject to customary conditions, in particular subject to merger control, foreign investment control and foreign subsidies control clearances. The Takeover Offer will not be subject to a minimum acceptance threshold.

The Bidder has today entered into a share purchase and transfer agreement with PRIMEPULSE SE, pursuant to which PRIMEPULSE SE has, subject to certain conditions, committed to sell and transfer the majority of its STEMMER Shares to the Bidder and to contribute its remaining STEMMER Shares to the Bidder against issuance of new shares in the Bidder (and, thus, to overall transfer STEMMER Shares representing approx. 69.4% of the share capital in STEMMER), thereby remaining invested in STEMMER as a minority shareholder. In addition, the Bidder has today entered into irrevocable undertakings with certain other shareholders, pursuant to which these shareholders have committed to accept the Takeover Offer in whole or in part for the STEMMER Shares held by them. Overall, such irrevocable undertakings relate to an aggregate of approx. 8.3% of all STEMMER Shares. Both the irrevocable undertakings and the share purchase and transfer agreement constitute "instruments" within the meaning of section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG). The STEMMER Shares underlying the share purchase and transfer agreement and the irrevocable undertakings relate to approx. 77.7% of the share capital of STEMMER.

Further, the Bidder today entered into an investment agreement with STEMMER regarding the principal terms and conditions of the Takeover Offer as well as the mutual intentions and understandings with regard to the future collaboration. The management board and the supervisory board of STEMMER, which have approved the conclusion of the investment agreement today, explicitly support the Takeover Offer, subject to their review of the offer document yet to be published by the Bidder and their fiduciary duties.

The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.project-oculus.de.

Munich, 22 July 2024

Blitz 24-884 AG (in future: Ventrifossa BidCo AG)

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 described herein is 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.

1950483  22.07.2024 CET/CEST