Ad hoc announcement according to Art. 17 MAR
Execution of an Investment Agreement with KKR, cooperation agreement between KKR and the Fuchs family and announcement of a voluntary takeover offer by KKR, shareholder pool of the Fuchs family will not sell any shares from the pool and will thus continue to hold a majority stake in OHB SE in the future
Bremen, 7 August 2023 – Today, OHB SE (“OHB”) entered into an agreement with a holding company controlled by affiliates of Kohlberg Kravis Roberts & Co. Inc L.P. advised and managed investment funds, vehicles and/or accounts (“KKR”), as well as with the Fuchs Family Foundation (as majority shareholder of OHB) and holding companies beneficially owned by members of the Fuchs Family (collectively, the “Majority Shareholders”) dealing with the terms and conditions of a strategic investment of KKR in OHB as initiated by the Majority Shareholders (the ”Investment Agreement”).
In accordance with the Investment Agreement, KKR announces today that it intends to launch a voluntary public tender offer for all shares in OHB at an offer price of EUR 44.00 per OHB share (the “Offer Price”) (the ”Offer”). The Executive Board and the Supervisory Board of OHB, which have approved the execution of the Investment Agreement today, expressly welcome and support the Offer, subject to their review of the Offer Document still to be published by KKR and their due diligence and fiduciary duties. The Executive Board and Supervisory Board intend to recommend acceptance of the Offer to OHB's shareholders.
The Offer Price represents a premium of 39% to the volume-weighted Xetra average price of OHB shares over the past three months (Source: Bloomberg). The Offer will provide for customary conditions, including for the granting of merger control and other regulatory clearances, and will not be subject to a minimum acceptance rate. KKR has undertaken vis-à-vis OHB not to enter into a domination and/or profit and loss transfer agreement.
OHB’s Supervisory Board also decided to extend the term of office of CEO Marco Fuchs, who is also a beneficiary of the Fuchs Family Foundation by another five years. In this respect, he will continue to play a key role in shaping the Company’s business strategy.
Independently of the offer, KKR has separately committed to underwrite a capital increase of the Company in the amount of 10% of the Company’s share capital at the offer price after obtaining the regulatory clearance necessary for this purpose. The Executive Board of the Company has therefore resolved today, with the consent of the Supervisory Board, to increase the share capital of the Company by approximately 10% against cash contributions, utilizing the authorized capital of the Company and excluding the shareholders’ statutory subscription rights.
Finally, a company affiliated with KKR will invest an amount of EUR 30 million in the further development of Rocket Factory Augsburg AG, a company affiliated with OHB, by way of convertible bonds issued with subscription rights excluded.
OHB also is aware that KKR and the majority shareholders have today entered into a Cooperation Agreement. According to this agreement, the majority shareholders will refrain from accepting the Offer for the OHB shares held by them in the shareholder pool and therefore will continue to hold a majority stake in OHB. They are to retain permanent control of the Company. Subject to the consummation of the Offer, KKR and the majority shareholders will coordinate their conduct with respect to OHB via a shareholders' agreement and will jointly exercise their voting rights in the future.
After the publication of the Offer Document by KKR, OHB’s Executive Board and Supervisory Board will issue and publish a reasoned statement on the Offer in accordance with their statutory obligations.
Head of Corporate Communications
and Investor Relations
Phone: +49 421 2020 7200