BigRep SE towards liquidation: what went wrong after the SPAC listing
The management board and the supervisory board of BigRep SE have approved the sale of the entire stake in BigRep GmbH, the operating company that develops and markets the group's industrial 3D printers. Once the transfer is completed, BigRep SE will initiate voluntary liquidation and proceed with the delisting of its shares from the Frankfurt Stock Exchange.
The identified buyers are De Krassny GmbH, Koehler Invest GmbH and HAGE Holding GmbH. The total price of the transaction reaches 8.65 million euros.
What is being sold and what is being liquidated
The distinction between the listed holding company and the operating company is crucial to understanding the consequences of the transaction.
BigRep SE is the listed holding company created through the merger with the SPAC SMG Technology Acceleration SE. This entity will be liquidated in accordance with Luxembourg corporate law.
BigRep GmbH, on the other hand, is the operating company that controls the industrial activity, products, and technologies. It will continue under new ownership.
- BigRep SE (listed holding company) will be liquidated after the sale
- BigRep GmbH (operating company) will continue under new owners
- Customers, products, and personnel should remain in the operating company
- The extraordinary general meeting of August 6, 2026, must approve the transaction.
The figures of the transfer
The total consideration of 8.65 million euros is divided into two distinct components with different implications.
BigRep SE owns 771,832 shares of BigRep GmbH, equal to 100% of the share capital. The proposed price for these shares is 1.05 million euros.
The remaining part, equal to 7.6 million euros, concerns the credits claimed by BigRep SE for the financing granted to the subsidiary over the years.
| Component | Value | Description |
|---|---|---|
| Company shares | 1.05 million € | 100% of the capital of BigRep GmbH |
| Financial credits | 7.6 million € | Intragroup financing |
| Total | 8.65 million € | Total consideration |
The decision-making process
The shareholders of BigRep SE will have to vote sequentially on the sale and liquidation during the extraordinary general meeting.
The meeting is called for 6 August 2026. The agenda provides for a vote first on the sale of BigRep GmbH and the intragroup financing.
Only after the approval of the sale will the shareholders be able to vote on the dissolution and opening of the liquidation of BigRep SE.
Meeting procedure
- First vote: Assignment of BigRep GmbH and financial receivables to the buyers.
- Second vote: Dissolution and liquidation of BigRep SE (only if the first vote passes).
- Revocation: Delisting of shares from the regulated market of Frankfurt.
Operational continuity and industrial perimeter
The ownership structure changes, but the production activity should continue under the control of the new owners.
The industrial perimeter led by BigRep GmbH also includes the activities and technologies of HAGE3D GmbH, acquired in 2023. This asset should continue under De Krassny GmbH, Koehler Invest GmbH and HAGE Holding GmbH.
Customers, products, personnel, intellectual property and business activities would remain concentrated in the operating company.
BigRep's portfolio includes systems such as BigRep ONE, PRO, STUDIO, and VIIO 250. The continuity of these products will depend on the decisions of the new owners of BigRep GmbH.
Implications for the industrial 3D printing market
The operation highlights the difficulties of SPAC listings in the additive manufacturing sector.
BigRep SE was born from the merger with the SPAC SMG Technology Acceleration SE. The decision to liquidate the listed holding company after a few years raises questions about the sustainability of this model for 3D printing companies.
The valuation of only 1.05 million euros for 100% of BigRep GmbH's shares represents a significant figure for understanding the financial difficulties of the corporate structure.
article written with the help of artificial intelligence systems
Q&A
What is the difference between BigRep SE and BigRep GmbH in this transaction?
BigRep SE is the listed holding company that will be voluntarily liquidated following the sale. BigRep GmbH, on the other hand, is the operating company developing 3D printers and will continue its business under new ownership.
Who are the buyers acquiring the operating company BigRep GmbH?
The identified buyers acquiring 100% of BigRep GmbH are De Krassny GmbH, Koehler Invest GmbH, and HAGE Holding GmbH. The transaction ensures business continuity for both products and personnel.
How is the total sale price of EUR 8.65 million structured?
The total consideration includes EUR 1.05 million for the purchase of corporate shares and EUR 7.6 million for the repayment of financial claims held by the holding company against its subsidiary.
When will the shareholders' meeting be held to approve the liquidation?
The extraordinary general meeting is convened for August 6, 2026. Shareholders will first vote on the divestiture of the operating company and subsequently on the dissolution of BigRep SE.
What will happen to BigRep SE shares after the sale?
Once the divestiture of the stake in BigRep GmbH is completed, BigRep SE will initiate voluntary liquidation proceedings. Consequently, the shares will be delisted from the Frankfurt Stock Exchange.
