06/11/2024 09:30
EQS-Adhoc: STEMMER IMAGING: Delisting Agreement concluded for delisting and receipt of request for negotiations of a domination and profit and loss transfer agreement
INFORMATION REGLEMENTEE

EQS-Ad-hoc: STEMMER IMAGING AG / Key word(s): Delisting
STEMMER IMAGING: Delisting Agreement concluded for delisting and receipt of request for negotiations of a domination and profit and loss transfer agreement

06-Nov-2024 / 09:30 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.



Puchheim, November 6, 2024


STEMMER IMAGING: Conclusion of Delisting Agreement for upcoming delisting tender offer and receipt of notice regarding the intention to enter into a domination and profit and loss transfer Agreement between STEMMER IMAGING AG and Ventrifossa BidCo AG


Puchheim, November 6, 2024 – Following the successful completion of the Takeover Offer, Ventrifossa BidCo AG is planning a delisting of STEMMER IMAGING’s shares (ISIN DE000A2G9MZ9 / GSIN A2G9MZ) through a public delisting tender offer.


For this purpose, the Company and Ventrifossa BidCo AG have today entered into an agreement for a delisting of the Company (“Delisting Agreement”). As part of the Delisting Agreement it has been agreed, inter alia, that Ventrifossa BidCo AG shall make a delisting tender offer to the shareholders of the Company to acquire their STEMMER IMAGING shares for a cash payment of €48.00 per share. Subject to, among other things, the review of the offer document yet to be published by Ventrifossa BidCo AG, the Company has agreed in the Delisting Agreement to support a delisting and to apply for the revocation of the admission of all STEMMER IMAGING shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange in connection with the delisting tender offer. Following the effectiveness of the revocation of the stock exchange listing, the STEMMER IMAGING shares will no longer be admitted to trading or traded on a domestic regulated market or a comparable market abroad.


Furthermore, STEMMER IMAGING AG today received a letter from Ventrifossa BidCo AG in which Ventrifossa BidCo AG informed STEMMER IMAGING AG of its intention to conclude a domination and profit and loss transfer agreement pursuant to section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) between STEMMER IMAGING AG as the controlled and profit-transferring company and Ventrifossa BidCo AG as the controlling and profit-receiving company.


In view of this, the management board of STEMMER IMAGING AG will enter into negotiations with Ventrifossa BidCo AG regarding the conclusion of a domination and profit and loss transfer agreement in the near future.


 


Contact:
STEMMER IMAGING AG
Michael Bülter
Chief Financial Officer
Gutenbergstr. 9-13
82178 Puchheim
Germany
Phone +49 89 80902-196
ir@stemmer-imaging.com
www.stemmer-imaging.com




End of Inside Information

06-Nov-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com



Language: English
Company: STEMMER IMAGING AG
Gutenbergstr. 9-13
82178 Puchheim
Germany
Phone: +49 89 80902-196
E-mail: ir@stemmer-imaging.com
Internet: www.stemmer-imaging.com
ISIN: DE000A2G9MZ9
WKN: A2G9MZ
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 2023281

 
End of Announcement EQS News Service

2023281  06-Nov-2024 CET/CEST


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EQS-Ad-hoc: STEMMER IMAGING AG / Key word(s): Delisting


STEMMER IMAGING: Delisting Agreement concluded for delisting and receipt of request for negotiations of a domination and profit and loss transfer agreement


06-Nov-2024 / 09:30 CET/CEST


Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.



Puchheim, November 6, 2024



STEMMER IMAGING: Conclusion of Delisting Agreement for upcoming delisting tender offer and receipt of notice regarding the intention to enter into a domination and profit and loss transfer Agreement between STEMMER IMAGING AG and Ventrifossa BidCo AG



Puchheim, November 6, 2024 – Following the successful completion of the Takeover Offer, Ventrifossa BidCo AG is planning a delisting of STEMMER IMAGING’s shares (ISIN DE000A2G9MZ9 / GSIN A2G9MZ) through a public delisting tender offer.



For this purpose, the Company and Ventrifossa BidCo AG have today entered into an agreement for a delisting of the Company (“Delisting Agreement”). As part of the Delisting Agreement it has been agreed, inter alia, that Ventrifossa BidCo AG shall make a delisting tender offer to the shareholders of the Company to acquire their STEMMER IMAGING shares for a cash payment of €48.00 per share. Subject to, among other things, the review of the offer document yet to be published by Ventrifossa BidCo AG, the Company has agreed in the Delisting Agreement to support a delisting and to apply for the revocation of the admission of all STEMMER IMAGING shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange in connection with the delisting tender offer. Following the effectiveness of the revocation of the stock exchange listing, the STEMMER IMAGING shares will no longer be admitted to trading or traded on a domestic regulated market or a comparable market abroad.



Furthermore, STEMMER IMAGING AG today received a letter from Ventrifossa BidCo AG in which Ventrifossa BidCo AG informed STEMMER IMAGING AG of its intention to conclude a domination and profit and loss transfer agreement pursuant to section 291 para. 1 of the German Stock Corporation Act (Aktiengesetz) between STEMMER IMAGING AG as the controlled and profit-transferring company and Ventrifossa BidCo AG as the controlling and profit-receiving company.



In view of this, the management board of STEMMER IMAGING AG will enter into negotiations with Ventrifossa BidCo AG regarding the conclusion of a domination and profit and loss transfer agreement in the near future.



 



Contact:

STEMMER IMAGING AG

Michael Bülter

Chief Financial Officer

Gutenbergstr. 9-13

82178 Puchheim

Germany

Phone +49 89 80902-196
ir@stemmer-imaging.com
www.stemmer-imaging.com





End of Inside Information


06-Nov-2024 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

























Language: English
Company: STEMMER IMAGING AG

Gutenbergstr. 9-13

82178 Puchheim

Germany
Phone: +49 89 80902-196
E-mail: ir@stemmer-imaging.com
Internet: www.stemmer-imaging.com
ISIN: DE000A2G9MZ9
WKN: A2G9MZ
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 2023281





 
End of Announcement EQS News Service




2023281  06-Nov-2024 CET/CEST







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