Puchheim, September 02, 2024

STEMMER IMAGING AG: Acceptance period for MiddleGround Capital’s voluntary public takeover offer for STEMMER IMAGING AG begins

• Offer document published today following BaFin approval
• Acceptance period starts today and will end on September 30, 2024
• Management and Supervisory Board of STEMMER IMAGING welcome and support the transaction

Puchheim, September 02, 2024 – Ventrifossa BidCo AG (“Bidder”), a holding company controlled by MiddleGround Capital, today published the offer document for the voluntary public takeover offer (“Takeover Offer”) for the shares of STEMMER IMAGING AG (ISIN / GSIN ). Prior to this, the German Federal Financial Supervisory Authority (BaFin) had approved the publication of the offer document.

As of today, STEMMER IMAGING AG shareholders have the opportunity to accept the Takeover Offer and tender their shares at a price of EUR 48.00 per share. The offer price represents a premium of approx. 52% to the closing price of the STEMMER IMAGING AG share on July 19, 2024, and a premium of approx. 41% to the volume-weighted average share price of the past three months as of July 21, 2024. All relevant details regarding the acceptance of the Takeover Offer are set out in the offer document, which is available on the Bidder’s website at .

Shareholders should contact their depositary bank directly in order to tender their shares in the Takeover Offer. The acceptance period starts today and will end on September 30, 2024 at 24:00 (CEST). The Management Board and Supervisory Board of STEMMER IMAGING AG welcome and support the Takeover Offer, subject to their review of the offer document. The Management Board and Supervisory Board of STEMMER IMAGING AG will issue and publish the legally required reasoned opinion concerning the Takeover Offer after carefully reviewing the offer document.

The Takeover Offer contains market standard closing conditions and no minimum acceptance threshold. The Takeover Offer is also subject to the required regulatory approvals. After completion of the Takeover Offer, the Bidder intends to take STEMMER IMAGING AG private, which could inter alia, be effected through a delisting.

Important Note
This press release does not constitute a statement by the Management Board or the Supervisory Board in relation to the Takeover Offer. The Bidder’s offer document is solely binding for the Takeover Offer itself.

About STEMMER IMAGING AG
STEMMER IMAGING AG is the leading international systems house for machine vision technology. With a background of all-round engineering expertise, STEMMER IMAGING AG delivers the entire spectrum of machine vision services for both, industrial and non-industrial applications – from value-added services to the development of subsystems and its own products, based on an extensive commercial range of products.

About MiddleGround
MiddleGround Capital is a private equity firm based in Lexington, Kentucky with over $3.5 billion of assets under management. MiddleGround makes control equity investments in middle market B2B industrial and specialty distribution businesses. MiddleGround works with its portfolio companies to create value through a hands-on operational approach and partners with its management teams to support long-term growth strategies. For more information, please visit: .

Contact:
STEMMER IMAGING AG
Michael Bülter
Chief Financial Officer
Gutenbergstr. 9-13
82178 Puchheim
Germany
Phone 6