HEUKING advises Vectron System AG and its largest shareholder on takeover by the Shift4 Group with capital increase

A team led by HEUKING partners Dr. Thorsten Kuthe and Dr. Philipp Jansen, Cologne, provided legal advice and advice to Vectron System AG on the conclusion of a business combination agreement with a 10 percent capital increase. This was accompanied by a sale of the stake by the founder, CEO and largest shareholder Thomas Stümmler, who was also supported by Heuking.

Vectron Systems AG, which was previously listed in the Scale stock exchange segment, is a leading provider of intelligent POS systems and cloud services, with a focus on the catering and bakery industries. The aim is to achieve a mutually beneficial business combination with the aim of pursuing a joint growth strategy.

As part of the transaction, Shift4 has made a tender offer for all Vectron shares at an offer price of EUR 10.50 per Vectron share. The offer price corresponded to a premium of approximately 50.4% to the volume-weighted average price of EUR 6.97 for the last six months prior to the announcement of the transaction.  In the meantime, Vectron Systems has applied for a delisting of the share.

Shift4 and Vectron are aiming for a complete integration of Vectron into Shift4. The Vectron board of directors is to remain in office and Vectron is to distribute Shift4's payment processing services in Germany in the future.

Heuking has been advising Vectron for some time and has advised the company, among other things, on the acquisition of the arcado Group at the end of 2022/beginning of 2023.

Advisors to Vectron System AG
HEUKING:
Dr. Thorsten Kuthe (Co-Lead, Corporate and Capital Markets),
Dr. Philipp Jansen (Co-Lead, M&A), both Cologne,
Boris Dürr (M&A, Capital Markets), Munich,
Dr. Stefan Bretthauer (Antitrust), Hamburg,
Dr. Bodo Dehne (Foreign Trade Law), Düsseldorf,
Dr. Lutz Martin Keppeler (IT Law),
Prof. Dr. Martin Reufels, LL.M. (Employment Law),
Stefan Westerheide, LL.M. (Capital Markets), all Cologne,
Peter M. Schäffler (Tax Law), Munich,
Dipl.-Kfm. Dr. Thorsten Leisbrock (Employment Law), Cologne,
Christian Staps (Financing Law), Frankfurt,
Meike Dresler-Lenz (Capital Markets),
Tatiana Vorotnitskaya, k.i.n. (Capital Markets), both Cologne,
Caroline Frohnwieser (M&A),
Jia-Xi Liu (Antitrust), both Hamburg,
Chiara Dieckmann (M&A),
Meike Daniels (M&A),
Magdalena Köster (Capital Markets), all Cologne,
Marilena Schöck (M&A), Munich