Blitz 24-884 AG Announces Takeover Offer for STEMMER IMAGING AG

Blitz 24-884 AG, soon to be renamed Ventrifossa BidCo AG, has announced its decision to launch a voluntary public takeover offer for STEMMER IMAGING AG. This offer will target all no-par value bearer shares in STEMMER IMAGING AG, with a proposed cash consideration of EUR 48.00 per share. This represents a 41% premium on the three-month volume-weighted average price and a 52% premium on the closing price as of July 19, 2024.

The offer is contingent on typical conditions, including merger control and foreign investment clearances. Notably, there is no minimum acceptance threshold. Blitz 24-884 AG has already secured commitments to acquire and transfer around 69.4% of STEMMER's share capital from PRIMEPULSE SE, and additional irrevocable undertakings for about 8.3% of the shares from other shareholders. This accumulates to approximately 77.7% of STEMMER's share capital.

An investment agreement between Blitz 24-884 AG and STEMMER IMAGING AG has also been concluded, detailing the terms of the takeover offer and future collaboration. The management and supervisory boards of STEMMER have endorsed the agreement, pending their review of the final offer document. Further information and the offer document will be available on the Project Oculus website.