HEUKING advises PRIMEPULSE on the sale of majority stake in Stemmer Imaging AG to MiddleGround Capital

A HEUKING team, led by Munich M&A Partner Boris Dürrprovided comprehensive legal advice to the investment company PRIMEPULSE SE comprehensively on the sale of a majority stake in publicly listed STEMMER IMAGING AG to U.S.-based PE investor MiddleGround Capital. As part of the transaction, PRIMEPULSE SE is selling about 70% of its STEMMER shares and will contribute its remaining shares to a joint investment vehicle, thereby maintaining an indirect stake in STEMMER IMAGING AG. MiddleGround Capital will thus acquire roughly 70% of all STEMMER shares. Concurrently, MiddleGround will launch a public takeover offer for the remaining STEMMER shares and has already secured access to an additional approximately 8.3% of STEMMER shares through corresponding agreements.

The consideration for the STEMMER shares amounts to EUR 48.00 per share, corresponding to an equity value of STEMMER IMAGING AG of EUR 312 million and a 52% premium on the stock exchange closing price of STEMMER shares on July 19, 2024. The completion of the transaction is subject to customary closing conditions and is expected to close in Q4/2024.

STEMMER IMAGING AG is the leading international system integrator for image processing technologies, offering its customers a comprehensive range of solutions for both industrial and non-industrial applications. 

PRIMEPULSE SE is the investment company of the founders of the TecDAX-listed IT service provider CANCOM SE. PRIMEPULSE invests in growth-oriented IT and technology companies in the DACH region. These companies benefit from the many years of experience and a strong network in the IT environment as well as a deep understanding of business models and markets, which PRIMEPULSE actively contributes to the strategic development of its portfolio companies.

MiddleGround Capital is a U.S.-based private equity investor managing over USD 3.5 billion in assets. The firm focuses on investing in B2B companies within the industrial and specialty retail sectors across North America and Europe.

The HEUKING team regularly advises PRIMEPULSE and its investors on transactions and other projects, including the acquisition of a majority stake in Stemmer Imaging Group in 2017 and the sale of a majority stake in KATEK SE, an also listed company, to Kontron Group in early 2024.

Counsel to PRIMEPULSE SE
HEUKING:
Boris Dürr (Lead, M&A),
Christian Schild, LL.M.,
Felix Noack,
Andreas Schruff,
Marilena Schöck (all Corporate / M&A),
Peter Schäffler (Tax),
Dr. Ruth Schneider (Antitrust), all Munich