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

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