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Vectron Systems AG has entered into a significant Business Combination Agreement with Shift4, a US-based company specializing in integrated payments and commerce technology. This partnership aims to drive a joint growth strategy for both companies. Simultaneously, Shift4 has entered into a share purchase agreement with Vectron's CEO, Thomas Stümmler, and a company he controls, to acquire approximately 41.4% of Vectron’s share capital.
Voluntary Public Acquisition Offer
Under the terms of the Business Combination Agreement, Shift4 has committed to launch a voluntary public acquisition offer for all outstanding Vectron shares within six business days. The offer price is set at EUR 10.50 per share, representing a substantial 50.4% premium on the volume-weighted average share price of EUR 6.97 over the last six months. Vectron’s Management and Supervisory Boards have expressed their support for the offer and are expected to recommend that shareholders accept it after reviewing the offer document.
Capital Increase and Share Purchase Agreement
Shift4 has also committed to subscribing to a capital increase from authorized capital by issuing 805,651 new shares at EUR 10.50 per share, generating approximately EUR 8.5 million. This move, approved by Vectron’s Management Board and Supervisory Board, excludes shareholders' subscription rights. Shift4 has shown willingness to further support Vectron's growth through operational cooperation and financial resources as needed.
Conditions and Further Integration
The capital increase, the intended takeover offer, and the share purchase agreement with Thomas Stümmler are contingent on Shift4 acquiring at least 70% of Vectron shares, including the new shares from the capital increase. These transactions are also subject to customary closing conditions but do not require regulatory approval.
Future Integration Plans
Shift4 and Vectron aim to fully integrate Vectron into Shift4. Vectron has agreed to support potential structural measures, such as delisting Vectron shares from stock exchange trading, concluding a domination agreement, implementing a squeeze-out, or other integration measures. This delisting will not obligate Shift4 to make a further public offer to acquire Vectron shares.
