NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Puchheim, 9 March 2018 | STEMMER IMAGING AG (ISIN DE000A2G9MZ9 / WKN A2G9MZ) was informed on 8 March 2018, by Hauck & Aufhäuser Privatbankiers Aktiengesellschaft, Frankfurt am Main (hereinafter "Hauck & Aufhäuser") as stabilization manager, that the stabilization period within the IPO has ended on 8 March 2018, and Hauck & Aufhäuser as Sole Bookrunner has fully exercised the greenshoe option granted by SI HOLDING GmbH (390,000 shares) at a placement price of EUR 34.00 per share. Therefore, the further 390,000 shares granted at the time of the IPO, which were initially provided by SI HOLDING GMBH in the form of a security loan, are fully placed.
Within the IPO, Hauck & Aufhäuser as stabilization manager was granted the right to undertake certain measures until the thirtieth calendar day after the recording of the stock exchange listing of the shares of STEMMER IMAGING AG to trading in the open market (Segment Scale) on the Frankfurt Stock Exchange on 27 February 2018 in order to support the stock or market price of the shares of STEMMER IMAGING AG (stabilization measures). In its function as stabilization manager Hauck & Aufhäuser has informed us, that it has not undertaken any stabilization measures at the Frankfurt Stock Exchange and the stabilization period has ended.
The Greenshoe option granted to Hauck & Aufhäuser as stabilization manager to acquire up to 390.000 shares of the company has been fully exercised on 8 March 2018. All proceeds (less the agreed commissions and costs) from exercising the Greenshoe option have been received by SI HOLDING GmbH.
STEMMER IMAGING is one of Europe’s leading machine vision technology providers for science and industry. With a perfect combination of innovative products, its own software, expert advice and comprehensive service, STEMMER IMAGING helps clients solve their machine vision tasks securely with speed and ease. Experienced specialists can be contacted easily and are available to provide advice locally in 19 European countries.
Clients of STEMMER IMAGING benefit from the combination of an exceptionally wide variety of products from the world’s leading manufacturers (e.g. cameras, lenses, illumination products, machine vision systems, software) with solutions know-how gathered over many years. As well as offering the optimal, most cost-effective combination of components for specific tasks, the company attaches particular importance to the provision of solution-oriented client service, including feasibility studies, training and customer-focused support.
This announcement does not contain or constitute an offer to sell nor a solicitation to buy or subscribe for securities. The offer has ended. It is no longer possible to subscribe for STEMMER IMAGING AG shares via this offer. The offer in Germany was made exclusively on the basis of the published securities prospectus deposited with the Federal Financial Supervisory Authority (BaFin). Copies of such prospectus were available free of charge at the offices at STEMMER IMAGING AG, Gutenbergstrasse 9-13 | 82178 Puchheim, District Fürstenfeldbruck, Germany, as well as, for viewing in electronic form, on the websites of the Frankfurt Stock Exchange and STEMMER IMAGING AG in the Investor Relations section section.
This announcement is not an offer of securities for sale in the United States of America (the “United States”). Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from the Company and that would contain detailed information about the Company and its management, as well as the financial statements of the Company.
There will be no public offer of the securities in the United States. In the United Kingdom, this information is directed at and/or for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents. Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might," or, in each case, the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with our industry, as well as many other risks specifically related to the Company and its operations.