Announcement • Sep 04
Vectron Systems AG's Delisting to Take Effect At the End of 30 September 2024 Following the majority takeover by the listed US group Shift 4, which was completed in June, Vectron Systems AG had already indicated in several publications that the stock exchange listing was to be discontinued. The Frankfurt Stock Exchange has informed Vectron Systems AG that the company's application to revoke the admission of Vectron shares (ISIN: DE000AOKEXC7) to trading on the Scale and Basic Board of the Frankfurt Stock Exchange has been granted. According to the notification of the Frankfurt Stock Exchange, the delisting will take effect at the end of 30 September 2024. Announcement • Jun 16
Vectron Systems AG Shares to Delist Following the Tender Offer The business combination of Vectron Systems AG ("Vectron") with the Shift4 group ("Shift4") announced on 1 June 2024 was previously subject to the condition that Shift4 succeeds in acquiring a total of at least 70% of Vectron's shares (including the shares from the planned capital increase). Shift4 has declared that it waives this condition, respectively that the condition is deemed to be fulfilled because the 70% threshold is nearly met. This means not only that the acquisition of approximately 41.4% of Vectron's share capital from the current CEO Thomas Stümmler and a company controlled by him will be completed, but also that the agreed Business Combination Agreement is finally binding and that the 10% capital increase from authorized capital will be subscribed by Shift4 and completed. The condition is also no longer relevant for the current tender offer for all Vectron shares at an offer price of EUR 10.50 per Vectron share. Following the tender offer a de-listing of the Vectron-share is envisaged with short notice. Announcement • Jun 15
Shift4 Payments, Inc. (NYSE:FOUR) completed the acquisition of remaining 48.6% stake in Vectron Systems AG (XTRA:V3S). Shift4 Payments, Inc. (NYSE:FOUR) launched a tender offer to acquire remaining 48.6% stake in Vectron Systems AG (XTRA:V3S) for €41.1 million on June 1, 2024. The offer price of €10.50 per Vectron share corresponds to a premium of approx. 50.4% on the volume-weighted average share price of EUR 6.97 during the last six months prior to the announcement of the transaction. The Management Board and Supervisory Board of Vectron welcome the attractive offer price, fully support the takeover offer and, subject to review of the offer document once published by Shift4, expect to recommend that shareholders accept the offer. At the same time, Shift4 has entered into a share purchase agreement with the CEO, Thomas Stümmler, and a company controlled by him regarding the purchase of shares representing approx. 41.4% of the share capital of Vectron. In the Business Combination Agreement, Shift4 has further undertaken to subscribe to a capital increase from authorised capital by issuing 805,651 new shares (corresponding to 10% of the current share capital) at a price of €10.50 per share, i.e. issue proceeds of around €8.5 million. The capital increase subscription obligation of Shift4, the consummation of the intended takeover offer and the share purchase agreement with Thomas Stümmler and the company controlled by him are each subject, among other things, to the condition that Shift4 succeeds in acquiring a total of at least 70% of the Vectron shares (taking into account the new shares to be subscribed from the capital increase). In addition, the respective agreements are subject to further customary closing conditions. The transactions are not subject to any regulatory approval requirements or conditions. To this end, Vectron has undertaken to support possible structural measures, in particular a delisting of the Vectron shares from stock exchange trading, the conclusion of a domination agreement, a squeeze-out or other integration measures in due course at the request of Shift4 after completion of the acquisition offer.Such delisting does not trigger any obligation of Shift4 to make a (further) public offer to acquire Vectron Shares. The Vectron Management Board is to remain in office and Vectron is to distribute Shift4's payment processing services in Germany in future.
Shift4 Payments, Inc. (NYSE:FOUR) completed the acquisition of remaining 48.6% stake in Vectron Systems AG (XTRA:V3S) on June 13, 2024. Shift4 has declared today that it waives this condition, respectively that the condition is deemed to be fulfilled because the 70% threshold is nearly met. This means not only that the acquisition of approximately 41.4% of Vectron's share capital from the current CEO Thomas Stümmler and a company controlled by him will be completed, but also that the agreed Business Combination Agreement is finally binding and that the 10% capital increase from authorized capital will be subscribed by Shift4 and completed. The condition is also no longer relevant for the current tender offer for all Vectron shares at an offer price of €10.50 per Vectron share. Following the tender offer a de-listing of the Vectron-share is envisaged with short notice. 
