RCS - Vectron Systems AG - Vectron enters into Business Combination Agreement
03/06/2024 08:30
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RNS Number : 8138Q Vectron Systems AG 03 June 2024
Vectron Systems AG / Key word(s): Strategic Company Decision/Tender Offer
Vectron Systems AG: Vectron enters into Business Combination Agreement,
resolves 10% capital increase without subscription rights of the shareholders
and supports voluntary public acqusition offer
03-Jun-2024
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Vectron Systems AG / Key word(s): Business Combination Agreed
Vectron Systems AG: Vectron enters into Business Combination Agreement,
resolves 10% capital increase without subscription rights of the shareholders
and supports voluntary public acqusition offer by Shift4 at a price of EUR
10.50 per share
1. June 2024 / 02:38 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Münster, 01. June 2024. Vectron Systems AG ("Vectron") today entered into a
Business Combination Agreement with the Shift4 group ("Shift4"). Shift4 is a
US-based, publicly traded company specialising in integrated payments and
commerce technology. With the agreement, Vectron and Shift4 aim to effect a
mutually beneficial business combination in order to pursue a joint growth
strategy. At the same time, Shift4 has entered into a share purchase agreement
with the CEO, Thomas Stümmler, and a company controlled by him regarding the
purchase of shares representing approx. 41.4% of the share capital of Vectron.
Pursuant to the Business Combination Agreement, Shift4 has committed to
launch, within six business days, a voluntary public acqusition offer for all
outstanding shares of Vectron (i.e., other than Vectron shares acquired by
bilateral purchase agreements) at an offer price of EUR 10.50 per Vectron
share.
The offer price of EUR 10.50 per Vectron share corresponds to a premium of
approx. 50.4% on the volume-weighted average share price of EUR 6.97 during
the last six months prior to the announcement of the transaction. The
Management Board and Supervisory Board of Vectron welcome the attractive offer
price, fully support the takeover offer and, subject to review of the offer
document once published by Shift4, expect to recommend that shareholders
accept the offer.
In the Business Combination Agreement, Shift4 has further undertaken to
subscribe to a capital increase from authorised capital by issuing 805,651 new
shares (corresponding to 10% of the current share capital) at a price of EUR
10.50 per share, i.e. issue proceeds of around EUR 8.5 million. To this end,
the Management Board, with the approval of the Supervisory Board, resolved a
corresponding capital increase today. Shareholders' subscription rights are
excluded. In addition, Shift4 has declared its willingness in principle to
support the further growth of Vectron through operational co-operation and, as
relevant, with financial resources.
The capital increase subscription obligation of Shift4, the consummation of
the intended takeover offer and the share purchase agreement with Thomas
Stümmler and the company controlled by him are each subject, among other
things, to the condition that Shift4 succeeds in acquiring a total of at least
70% of the Vectron shares (taking into account the new shares to be subscribed
from the capital increase). In addition, the respective agreements are subject
to further customary closing conditions. The transactions are not subject to
any regulatory approval requirements or conditions.
Shift4 and Vectron are endeavouring to fully integrate Vectron into Shift4. To
this end, Vectron has undertaken to support possible structural measures, in
particular a delisting of the Vectron shares from stock exchange trading, the
conclusion of a domination agreement, a squeeze-out or other integration
measures in due course at the request of Shift4 after completion of the
acquisition offer. Such delisting does not trigger any obligation of Shift4 to
make a (further) public offer to acquire Vectron Shares.
The Vectron Management Board is to remain in office and Vectron is to
distribute Shift4's payment processing services in Germany in future.
Further information about the voluntary public takeover offer, including the
offer document, once published, will be made available by Shift4 on the
website www.arrow-offer.com.
IR contact:
External IR service provider:
Meister Consulting GmbH
Tobias Meister
Im Schling 3
59955 Winterberg
Tel.: +49 (0) 2983 908121
Mob.: +49 (0) 170 2939080
E-Mail: meister@meisterconsult.com
End of Inside Information
01-Jun-2024 CET/CEST The EQS Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
Language: English
Company: Vectron Systems AG
Willy-Brandt-Weg 41
48155 Münster
Germany
Phone: 0251/ 28 56 - 0
Fax: 0251/ 28 56 - 564
E-mail: info@vectron.de
Internet: www.vectron.de
ISIN: DE000A0KEXC7
WKN: A0KEXC
Indices: Scale 30
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Hamburg,
Munich, Stuttgart, Tradegate Exchange
EQS News ID: 1915869
End of Announcement EQS News Service
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