MÜNSTER, GERMANY 17 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).
