OHB SE (“OHB”) entered into an agreement today with a holding company controlled by investment funds, vehicles, and/or accounts advised and managed by subsidiaries of Kohlberg Kravis Roberts & Co L.P. (“KKR”), as well as the Fuchs Family Foundation (as the majority shareholder of OHB) and with investment companies economically held by members of the Fuchs family (collectively, the“Majority Shareholders”), an investor agreement regarding the terms and conditions of a strategic investment by KKR in OHB initiated by the Majority Shareholders (the“Investor Agreement”).
In accordance with the Investor Agreement, KKR announced today its intention to make a voluntary public tender offer for all shares of OHB in exchange for an offer price of EUR 44.00 per OHB share (the“Offer Price”) (the“Offer”). The Management Board and Supervisory Board of OHB, which approved the conclusion of the Investor Agreement today, expressly welcome and support the Offer, subject to their review of the offer document to be published by KKR and their duties of care and loyalty. The Management Board and Supervisory Board intend to recommend that OHB shareholders accept the Offer.
The offer price represents a premium of 39% over the volume-weighted average Xetra price of OHB shares over the past three months (source: Bloomberg). The offer is subject to customary conditions, such as merger control and other regulatory approvals, and is not subject to a minimum acceptance threshold. KKR has committed to OHB not to enter into any control and/or profit transfer agreement.
OHB’s Supervisory Board has also resolved to extend the term of office of CEO Marco Fuchs, who is also a beneficiary of the Fuchs Family Foundation, by a further five years. In this respect, he will continue to play a key role in shaping the company’s business strategy.
Irrespective of the offer, KKR has separately committed to subscribing to a capital increase of the company amounting to approximately 10% of the company’s share capital at the offer price, subject to the necessary regulatory approval. The Company’s Management Board has therefore resolved today, with the approval of the Supervisory Board, to increase the Company’s share capital by approximately 10% against cash contributions, utilizing the Company’s authorized capital and excluding shareholders’ statutory subscription rights.
Finally, an entity affiliated with KKR has committed to investing EUR 30 million in the further development of Rocket Factory Augsburg AG via convertible bonds to be issued with the exclusion of subscription rights.
OHB is also aware that KKR and the majority shareholders entered into a cooperation agreement today. Under this agreement, the majority shareholders will not accept the offer for the OHB shares they hold in the shareholder pool and will thus continue to hold a majority stake in OHB. They are expected to retain permanent control over the company. Subject to the completion of the offer, KKR and the majority shareholders will coordinate their conduct regarding OHB in the future through a shareholders’ agreement and exercise their voting rights jointly.
Following the publication of the offer document by KKR, OHB’s Management Board and Supervisory Board will issue and publish a reasoned statement on the offer in accordance with their legal obligations.
