===
EQS-News: Vectron Systems AG / Key word(s): Offer
Statement Takeover Offer English Version
2024-06-17 / 08:33 CET/CEST
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
2024-06-17 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

End of News EQS News Service
===
1926025 2024-06-17 CET/CEST

Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1926025&application_name=news

END) Dow Jones Newswires

June 17, 2024 02:33 ET (06:33 GMT)