MiddleGround Capital have finalised their takeover agreement with Austrian STEMMER IMAGING. The computer vision company’s management board will remain in its current composition and will continue leading the company.

MiddleGround Capital plans to submit an offer to all shareholders of STEMMER IMAGING to acquire all outstanding shares of the company for €48 per share. This corresponds to a premium of 52% to the closing price of the STEMMER IMAGING share on July 19, 2024, and a premium of 41% to the volume-weighted average share price of the past three months as of July 19, 2024. It would imply an equity value of STEMMER IMAGING of €312 million. 

The transaction is expected to be completed in the fourth quarter of 2024. The takeover offer will not contain a minimum acceptance threshold. 

After completion of the takeover offer, the Bidder intends to take STEMMER IMAGING private, which could inter alia, be effected through a delisting.

The Management Board and Supervisory Board of STEMMER IMAGING welcome cthe planned investment and support the announced takeover offer, subject to the review of the offer document yet to be published by the Bidder. 

Arne Dehn, CEO of STEMMER IMAGING, commented: “MiddleGround Capital is a professional, entrepreneurial partner with a high level of operational expertise that understands the success factors for our business very well and can sustainably support STEMMER IMAGING in its further development and growth strategy. We therefore welcome the agreement with MiddleGround Capital in the interests of our employees, customers, suppliers and shareholders.”

Klaus Weinmann, Chairman of the Supervisory Board of STEMMER IMAGING and CEO of PRIMEPULSE, said: “We are delighted about MiddleGround Capital’s great interest in the further development of STEMMER IMAGING. STEMMER IMAGING has developed very positively in recent years and is now ready for the next growth step.”

“We believe our longstanding expertise in the value-added distribution space makes us a proven partner for growing STEMMER IMAGING’s leading position in the machine vision space,” said John Stewart, Managing Partner of MiddleGround Capital. “We look forward to working closely with the team as they expand the company’s presence within the European market and broaden its reach to the US and globally.”

“We have strong conviction in companies that benefit from industry 4.0 tailwinds, which perfectly positions us to help STEMMER IMAGING reach the next phase of its potential,” said Alex van der Have, Managing Director and Head of Europe for MiddleGround Capital. “While already a clear leader in machine vision solutions, we believe STEMMER IMAGING has the potential for accelerated growth, both in existing and new markets.”