Public delisting tender offer by Ventrifossa BidCo AG (formerly: Blitz 24-884 AG) to the shareholders of STEMMER IMAGING AG
Disclaimer – Legal Information
You have accessed the website containing documents and information on the public delisting tender offer of Ventrifossa BidCo AG to the shareholders of STEMMER IMAGING AG.
Visitors of this website are requested to read the following legal information and to confirm their acknowledgement at the bottom of this page in order to be redirected to the website containing the documents and information on the public delisting tender offer referred to above.
Important Legal Information
On 6 November 2024, Ventrifossa BidCo AG (the "Bidder") published the announcement of its decision to make a public delisting tender offer to the shareholders of STEMMER IMAGING AG ("STEMMER IMAGING" and "STEMMER IMAGING Shareholders", respectively) (the "Delisting Offer").
On this website you will find the announcement of the decision to make the Delisting Offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") in conjunction with section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz – "BörsG") dated 6 November 2024, the offer document containing the full terms of the Delisting Offer once approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), announcements made from time to time pursuant to Section 23 WpÜG as well as other information regarding the Delisting Offer (together, the "Information").
All information and documents contained in or made available on this website are for information purposes only and to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) (together with the WpÜG, the "German Takeover Law") and the BörsG. The Delisting Offer will be implemented solely in accordance with the German Takeover Law, the BörsG, the applicable provisions of the securities laws of the United States of America (the "United States") and other applicable laws in connection with the Delisting Offer. Any decision to accept the Delisting Offer should be made solely on the basis of the information contained in the offer document.
The Delisting Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Offer has not been and will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator.
For STEMMER IMAGING Shareholders whose place of residence, seat or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residence, seat or place of habitual abode. This is due to the fact that STEMMER IMAGING is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than such STEMMER IMAGING Shareholders’ respective country of residence, seat or place of habitual abode. It may not be possible for STEMMER IMAGING Shareholders to sue in a court in their own country of residence, seat or place of habitual abode a foreign company such as STEMMER IMAGING or its officers or directors for violations of the laws of their own country of residence, seat or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in the country of residence, seat or place of habitual abode of the relevant STEMMER IMAGING Shareholder.
The Delisting Offer relates to shares in a German stock corporation (Aktiengesellschaft) which are traded, inter alia, on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Delisting Offer is subject to the statutory provisions of the Federal Republic of Germany as well as to certain provisions on cross-border takeover offers under the securities laws of the United States.
STEMMER IMAGING Shareholders which are resident in the United States should note that the Delisting Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under Section 12 of the Exchange Act. The Delisting Offer is principally governed by applicable laws, regulations and procedures of the Federal Republic of Germany, which are different from those of the United States.
Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional shares of STEMMER IMAGING outside the Delisting Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG and the BörsG, and the Offer Price may increase in accordance with the WpÜG to match any consideration paid outside of the Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of shares of STEMMER IMAGING acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.
The Delisting Offer is being made solely pursuant to the terms of the offer document. The information and documents contained in or made available on this website do not constitute an invitation to make an offer to sell or acquire shares in STEMMER IMAGING. The Bidder reserves the right to amend the Delisting Offer to the extent permitted by law.
The Delisting Offer, the information and documents contained in this offer document are not being made and have not been approved by an “authorized person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this offer document are not being distributed to, and must not be passed on to, the general public in the United Kingdom unless an exemption applies. The communication of the information and documents contained in this offer document is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the FSMA (Financial Promotion) Order 2005.
The Delisting Offer described herein is made on the basis of the exemptions to publish a prospectus in Switzerland set out in article 36 para. 1 lit. b of the Swiss Financial Services Act ("FinSA"). None of the offering documentation or information contained on this website or relating to the Delisting Offer constitutes a prospectus pursuant to the FinSA. No such documentation or information has been nor will be filed with or approved by any Swiss regulatory authority.
Access to this website, and any acceptance of the Delisting Offer, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United Kingdom, and Switzerland may be subject to legal restrictions.
The Information is not intended for publication or distribution, directly or indirectly, in any jurisdiction where it would be unlawful to do so. The Information may not be downloaded or accessed by any person from or in any jurisdiction in which it would or might constitute a violation of any applicable law or regulation.
By clicking "I confirm" at the bottom of this page, you acknowledge that you have read the terms of this notice. If you click "I do not confirm", we will not be able to provide you with access to the Information and you will be redirected.