お知らせ • Oct 24
MiddleGround Management, LP completed the acquisition of 69.40% stake in Stemmer Imaging AG (XTRA:S9I) from Primepulse SE.
MiddleGround Management, LP entered into share purchase agreement to acquire 69.40% stake in Stemmer Imaging AG (XTRA:S9I) from Primepulse SE for approximately €220 million on July 22, 2024. The Offer price is €48 per share. The Offeror's right to acquire 4,508,211 STEMMER Shares, which corresponds to approximately 69.36% of the current share capital and voting rights of STEMMER from PRIMEPULSE. Under the SPA, PRIMEPULSE agreed, subject to publication of fulfilment of all Offer Conditions, expiry of the Additional Acceptance Period and receipt of the purchase price, (i) to transfer 3,155,748 STEMMER Shares to the Bidder outside of the Offer at a price equal to the Offer Price, (ii) to transfer 1,352,463 STEMMER Shares (the "Roll-over Shares") to the Bidder against issuance of new shares in the Bidder, and (iii) to contribute the newly issued shares in the Bidder subsequently to the Bidder's sole shareholder HoldCo, against issuance of new shares in HoldCo. The contribution of the Roll-over Shares shall be effected concurrently with the completion of this Offer. Thus, under the SPA, PRIMEPULSE irrevocably agreed to transfer a total of 4,508,211 STEMMER Shares to the Bidder (which corresponds to approximately 69.36% of the current share capital and voting rights of STEMMER). The SPA does not contain any restrictions on the Bidder's ability to waive any of the Offer Conditions. In related transaction, MiddleGround Management intends to launch a voluntary tender offer to acquire remaining shares from Stemmer Imaging. The transaction is subject to approval by regulatory board / committee. The transaction is expected to complete in fourth quarter of 2024. The funds required to pay the Assumed Acceptance Costs plus the total purchase price in the amount of €151,475,904 for the acquisition of 3,155,748 STEMMER Shares from PRIMEPULSE plus the purchase price for the market purchases of €10,654,416 based on an assumed purchase price of €48.00, amounting to a total of €277,081,776, will be provided to the Bidder in the amount of €137,081,776 through equity financing and in the amount of €140,000,000 through debt financing. As of October 7, 2024, An additional acceptance period will run between October 5, 2024 and October 18, 2024.
ParkView Partners GmbH acted as financial advisor for Stemmer Imaging AG. Hogan Lovells International LLP acted as legal advisor for Stemmer Imaging AG. Jefferies LLC acted as financial advisor for MiddleGround Management, LP. Moritz Petersen, Dominik Heß, Ester Giesbrecht, Simon Reitz, Christoph Nensa, Axel Wittmann, Christoher Fischer, Stefan Simon, Thomas Reischauer, Holger Lutz, Nadine Neumeier, Gerson Raiser, Margarete Weiß, Claudia Milbradt, Dimitri Slobodenjuk, Dominik Engl, and Claus-Peter Knöller of Clifford Chance acted as legal advisor for MiddleGround Management, LP. Freshfields Bruckhaus Deringer has advised UniCredit Bank GmbH in connection with the debt financing of the transaction. Christian Schild, Peter M. Schäffler, and Boris Dürr of Heuking Kühn Lüer Wojtek acted as legla advisor to PRIMEPULSE.
MiddleGround Management, LP completed the acquisition of 69.40% stake in Stemmer Imaging AG (XTRA:S9I) from Primepulse SE on October 23, 2024. Bidder has now secured a total of 83.54 percent of STEMMER shares. All required merger control and foreign direct investment clearances have been obtained and the Takeover Offer is not subject to any further conditions. The settlement of the Takeover Offer is currently expected to occur on November 5, 2024.