Global law firm Clifford Chance has advised US private equity firm MiddleGround Capital (“MiddleGround”) on their intended voluntary public takeover offer for all outstanding shares of STEMMER IMAGING AG (“STEMMER”), a leading provider of machine and artificial vision solutions based in Puchheim/Germany. The intention to launch a tender offer was made by Blitz 24-884 AG, a holding company controlled by funds managed or advised by MiddleGround. The Clifford Chance team provided comprehensive legal advice on all issues regarding the intended voluntary public takeover offer, the majority shareholder re-invest as well as the acquisition financing.
In the context of the offer, MiddleGround and STEMMER also entered into an investment agreement to unlock additional long-term growth opportunities for STEMMER. The management board of STEMMER IMAGING will remain in its current composition and will continue leading the company.
MiddleGround has already irrevocably secured a stake of approximately 77.7% of all outstanding shares through a share purchase agreement with the majority shareholder PRIMEPULSE SE as well as irrevocable undertakings with further minority shareholders and STEMMERS’s management team members. In the share purchase agreement, PRIMEPULSE has committed to sell approximately 70% of its shares in STEMMER and to contribute the remainder to MiddleGround, thus remaining indirectly invested in the Bavarian company as a minority shareholder.
The transaction is subject to market standard conditions, including regulatory approvals, and is expected to be completed in Q4 2024. The takeover offer will not contain a minimum acceptance threshold. After completion of the takeover offer, MiddleGround intends to take STEMMER private, which could inter alia be effected through a delisting or a squeeze-out.
Public M&A partner Dominik Heß: “The transaction once again highlights our outstanding positioning and expertise in public takeover situations. Thanks to our broad expertise as a full-service firm, we were able to comprehensively support our client seamlessly and contribute to the success of the transaction.”
Private Equity partner Moritz Petersen: “This is MiddleGround’s first transaction in the DACH region, and we are delighted that MiddleGround has entrusted us with this strategical investment.”
Debt finance partner Simon Reitz: “It is great that we have been able to demonstrate the breadth and depth of our Global Financial Markets Group in one of the few public takeover financings that are provided each year in the DACH region.”
The Clifford Chance team for MiddleGround was led by partners Moritz Petersen (Frankfurt) and Dominik Heß (Düsseldorf) and comprised senior associate Thomas Conradi (Munich), associates Lennart Göbel (Düsseldorf), Alisa Liebchen (Düsseldorf), Helge Brück (Frankfurt) and Legal Project Manager Ester Giesbrecht (all Corporate), partner Simon Reitz, counsel Christoph Nensa, senior associates Nico Köhler (all Frankfurt) and Peter Gierl (Munich), associate André Weber (Frankfurt, all Global Financial Markets), partner Axel Wittmann and senior associate Andrei Manea (both Capital Markets, Frankfurt), partners Christoher Fischer and Stefan Simon, associate Julia Kolb (all Employment, Frankfurt), partner Thomas Reischauer and senior associate Ahmad Zaheri (both Real Estate, Frankfurt), partner Holger Lutz, counsel Nadine Neumeier, senior associate Tobias Born and associate Benjamin Wollweber (all TechDigital, Frankfurt), counsel Gerson Raiser and associate Margarete Weiß (both Litigation/Compliance, Frankfurt), partner Claudia Milbradt senior associate Nicolas Hohn-Hein and associate Yang Cao (all IP, Düsseldorf), partner Dimitri Slobodenjuk and associate Simon Wattenberg (both Antitrust, Düsseldorf), partner Dominik Engl and counsel Claus-Peter Knöller (both Tax, Frankfurt) as well as further lawyers from the Clifford Chance offices in Amsterdam, London, Paris and Spain.
