Eqs Adhoc Stemmer Imaging Conclusion Of A Delisting Agreement And Receipt Of A Request For Negotiations On A Domination And Profit And Loss Transfer Agreement

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EQS-Adhoc: STEMMER IMAGING: Abschluss einer Delisting-Vereinbarung für Delisting und Erhalt eines Verlangens für Verhandlungen über einen Beherrschungs- und Gewinnabführungsvertrag
EQS-Adhoc: STEMMER IMAGING: Abschluss einer Delisting-Vereinbarung für Delisting und Erhalt eines Verlangens für Verhandlungen über einen Beherrschungs- und Gewinnabführungsvertrag from

EQS-Adhoc: STEMMER IMAGING: Conclusion of a Delisting Agreement and Receipt of a Request for Negotiations on a Domination and Profit and Loss Transfer Agreement

Agreement with pan-European investment company Bridgepoint

STEMMER IMAGING AG ("STEMMER IMAGING" or "Company") announces that it has signed an agreement with the pan-European investment company Bridgepoint Advisors Limited ("Bridgepoint") on the terms of a voluntary public takeover offer to all STEMMER IMAGING shareholders (the "Delisting Offer"). The Management Board and Supervisory Board of STEMMER IMAGING welcome the Delisting Offer. The Management Board will recommend that the shareholders of STEMMER IMAGING accept the Delisting Offer.

Negotiation of a domination and profit and loss transfer agreement

Furthermore, the Company announces that it has received a request to negotiate a domination and profit and loss transfer agreement with Bridgepoint pursuant to Sections 291 ff. of the German Stock Corporation Act (AktG). Bridgepoint holds, directly and indirectly, 91.9% of the share capital of STEMMER IMAGING. The Company's Management Board and Supervisory Board welcome the intention to negotiate a domination and profit and loss transfer agreement. The Management Board will recommend that the shareholders of STEMMER IMAGING approve the domination and profit and loss transfer agreement.

Delisting

If the Delisting Offer is successful, STEMMER IMAGING's shares will be delisted from the Frankfurt Stock Exchange (Prime Standard). The Company expects the delisting to improve its flexibility in implementing its long-term growth strategy. STEMMER IMAGING will continue to operate as an independent company under the leadership of its current management team.

Advisors

Rothschild & Co is acting as financial advisor to STEMMER IMAGING. J.P. Morgan is acting as financial advisor to Bridgepoint. Hengeler Mueller is acting as legal counsel to STEMMER IMAGING. Willkie Farr & Gallagher is acting as legal counsel to Bridgepoint.