Management Board and Supervisory Board of OHB SE recommend accepting the voluntary public takeover offer by KKR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
- Management Board and Supervisory Board of OHB SE welcome strategic partnership with KKR and recommend shareholders to accept the takeover offer.
- Offer consideration of EUR 44.00 per share after careful analysis seen as fair, adequate and attractive; offer provides opportunity for a secure and timely value realisation; acceptance period ends on October 17, 2023.
- OHB will remain an independent German family business after consummation of the offer.
Bremen, September 21, 2023. The Management Board and the Supervisory Board of the German space and technology company OHB SE (“OHB”) today published a joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) on the voluntary public takeover offer by Orchid Lux HoldCo S.à r.l. (“Bidder”), a holding company controlled by affiliates of Kohlberg Kravis Roberts & Co. Inc L.P. advised and managed investment funds, vehicles and/or accounts (“KKR”). In it, they conclude that the Bidder's takeover offer is in the best interest of OHB, its shareholders, employees and other stakeholders.
The Management Board and the Supervisory Board welcome the strategic partnership with KKR in respect of investments in long-term growth in line with OHB’s corporate strategy and recommend OHB's shareholders to accept the offer. They share – subject to an assessment of the Company's best interests at the relevant point in time – the Bidder’s expressed intention to seek a delisting from the stock exchange after consummation of the offer.
The respective boards have reviewed the offer independently from one another. On the basis of the careful analysis, taking into account a fairness opinion of their financial advisor, the Management Board and the Supervisory Board consider the offer consideration by the Bidder in the amount of EUR 44.00 per OHB share in cash to be fair, adequate and attractive; it represents a premium of 39% to the volume-weighted Xetra average price of the last three months prior to the announcement of the offer. The shareholders of OHB are recommended to accept the Bidder's offer.
Marco Fuchs, CEO of OHB said: “Over the next few years, we intend to extend our core skills as an infrastructure partner and in the service segment, thus opening up new prospects for our customers and partners. With KKR, we have a strong partner at our side who will provide the necessary capital to implement our long-term strategy. At the same time, my family retains permanent control as majority shareholder.”
Robert Wethmar, chairman of the Supervisory Board of OHB, added: “After careful and thorough review, the Management Board and the Supervisory Board recommend accepting the offer. It offers shareholders an attractive premium, permitting a realisation of a substantial portion of the envisaged long-term value of the share ahead of time in case they accept the offer. This applies, in particular, as the offer is not subject to a minimum acceptance threshold.”
The Fuchs family will not sell any of the shares bound in the Fuchs Family Pool as part of the voluntary public takeover offer and will subsequently retain control of OHB. OHB will thus remain an independent German family business after consummation of the offer with Marco Fuchs as CEO.
Information on the Reasoned Statement
The joint reasoned statement by the Management Board and Supervisory Board of OHB on the voluntary public takeover offer (cash offer) of the Bidder to the shareholders of OHB published on September 15, 2023, will be available free of charge at OHB SE, Investor Relations, Manfred-Fuchs-Platz 2-4, 28359 Bremen (Tel: +49 421 2020 7200; E-Mail: firstname.lastname@example.org).
In addition, the Statement has been published on the Internet under www.ohb.de/en/investor-relations (in the section „Takeover Offer“). The Statement and any additions and/or additional statements on possible amendments to the takeover offer are published in German and in a non-binding English translation. Only the German versions are authoritative.
Each OHB shareholder should make his or her own decision on whether or not to accept the offer, taking into account the general circumstances, his or her individual circumstances and his or her personal assessment of the future development of the value and the share price of the OHB shares. For this purpose, each OHB shareholder should additionally read the offer document. Subject to mandatory statutory provisions, the management board and the supervisory board shall not be held liable, should the acceptance or non-acceptance of the Offer subsequently result in adverse economic effects for an OHB shareholder.
This announcement is for information purposes only and neither constitutes an invitation to sell, nor an offer to purchase, securities of OHB SE. The terms and further provisions regarding the voluntary public takeover offer can be found in the offer document. Investors in, and holders of, securities of OHB SE are strongly recommended to read the offer document and all announcements in connection with the takeover offer as soon as they are published, since they contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, especially under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted. Investors in, and holders of, securities of OHB SE cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than the provisions of the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the offer document as well as any exemptions that may be granted by the relevant regulators, a public takeover offer will not be made, neither directly nor indirectly, in jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. OHB SE understands that Orchid Lux HoldCo S.à r.l. (the “Bidder”) reserves the right, to the extent legally permitted, to directly or indirectly acquire further shares outside the offer on or off the stock exchange. If such further acquisitions take place, information about such acquisitions, stating the number of shares of OHB SE acquired or to be acquired and the consideration paid or agreed on, will be published without undue delay.
To the extent any announcements in this document contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of OHB SE and/or the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts, which OHB SE and/or the Bidder have made to the best of their knowledge, but which they do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by OHB SE and/or the Bidder. These expectations and forward-looking statements can turn out to be incorrect and the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements. OHB SE and/or the Bidder do not assume an obligation to update the forward-looking statements with respect to the actual development or incidents, basic conditions, assumptions or other factors.