RCS - Vectron Systems AG - Statement Takeover Offer English Version
17/06/2024 09:30
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RNS Number : 6725S Vectron Systems AG 17 June 2024
Vectron Systems AG / Key word(s): Offer
Statement Takeover Offer English Version
17.06.2024 /
The issuer is solely responsible for the content of this announcement.
Münster, 17th June 2024: The business combination announced on 1 June 2024
between Vectron Systems AG ("Vectron") and the Shift4 group of companies
("Shift4") was previously subject to the condition that Shift4 succeeds in
acquiring a total of at least 70% of the Vectron shares (including the shares
from the planned capital increase). With the 70% threshold having been nearly
reached already, Shift4 has now declared that it has waived this condition and
that the condition is deemed to be fulfilled. This means not only that the
acquisition of around 41.4% of Vectron's share capital by the current CEO
Thomas Stümmler and a company controlled by him, but also that the agreed
Business Combination Agreement is finally binding and that the 10% capital
increase from authorised capital is being subscribed by Shift4 and completed.
For the current tender offer (www.arrow-offer.com) for all Vectron shares at
an offer price of EUR 10.50 per Vectron share, the condition is also not
relevant any longer. The Bidder has also waived all other offer conditions.
Following the tender offer, the Vectron share shall be de-listed in the short
term.
The Executive Board and Supervisory Board have reviewed the offer document
independently of each other and have published a respective joint statement.
The Executive Board and the Supervisory Board consider the consideration
offered by the Bidder to be appropriate, fair and attractive. The Offer Price
includes a premium of EUR 0.74 or approximately 7.6% per Vectron Share on the
closing price on 31 May 2024, the last trading day prior to the announcement
of the intended Offer by the Bidder and even a premium of EUR 3.53 or
approximately 50.6% compared to the volume-weighted average price during the
six previous months.
The targets of Shift4 for Vectron set out in the Offer Document Vectron are,
in the opinion of the Executive Board and the Supervisory Board, in the best
interests of the company and are in the interests of its employees and
customers. The Executive Board and the Supervisory Board therefore support and
welcome the offer.
The economic attractiveness of the offer for the accepting shareholders
prompts the Executive Board and Supervisory Board to recommend that Vectron
shareholders accept the offer. Shareholders should also take into
consideration in their decision that a delisting of the Vectron share is
planned.
Further details on the reasons for this recommendation can be found the joint
statement of the two bodies published
at www.vectron-systems.com/de/unternehmen/investor-relations/uebernahmeangebot.
The transaction was advised on the part of Vectron Systems AG by Stephens
(Financial Advisor), Heuking Kühn Lüer Wojtek (Legal) and Meister Consulting
(IR).
IR contact:
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
17.06.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS News
- a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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: 1926025
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