NOT INTENDED FOR DISTRIBUTION, PUBLICATION, OR DISCLOSURE, IN WHOLE OR IN PART, WITHIN OR FROM COUNTRIES WHERE SUCH DISTRIBUTION, PUBLICATION, OR DISCLOSURE WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LEGAL PROVISIONS OF THOSE COUNTRIES.
The Management Board and Supervisory Board of the German aerospace and technology company OHB SE (“OHB”) today issued a joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (WpÜG) regarding the voluntary public tender offer by Orchid Lux HoldCo S.à r.l. (“Bidder”), a holding company controlled by investment funds, vehicles, and/or accounts advised and managed by subsidiaries of Kohlberg Kravis Roberts & Co L.P. (“KKR”). In it, they conclude that the Bidder’s takeover offer is in the best interests of OHB, its shareholders, employees, and other stakeholders.
The Management Board and Supervisory Board welcome the strategic partnership with KKR for investments in long-term growth in line with OHB’s corporate strategy and recommend that OHB shareholders accept the offer. Subject to a review of the company’s interests at the appropriate time, they share the offeror’s stated intention to seek delisting following the completion of the offer.
The respective bodies conducted their reviews independently of one another. Based on a careful analysis that included a fairness opinion from their financial advisor, the Management Board and the Supervisory Board consider the consideration of EUR 44.00 in cash per OHB share offered by the Bidder to be fair, reasonable, and attractive; it is 39% above the volume-weighted Xetra average price for the three months prior to the announcement of the offer. OHB shareholders are recommended to accept the bidder’s offer.
Marco Fuchs, CEO of OHB, said: “Over the next few years, we intend to expand our core competencies as an infrastructure partner and in the services sector, thereby opening up new opportunities for our customers and partners. With KKR, we have a strong partner at our side that is providing the necessary capital to implement our long-term strategy. At the same time, my family, as the majority shareholder, will retain long-term control.”
Robert Wethmar, Chairman of the Supervisory Board of OHB, added: “Following a careful and thorough review, the Management Board and the Supervisory Board recommend accepting the offer. It offers shareholders an attractive premium, allowing them to realize a significant portion of the share’s targeted long-term value sooner if they accept the offer. This is all the more true given that the offer is not subject to a minimum acceptance threshold.”
The Fuchs family will not sell any of the shares held in the Fuchs family pool as part of the voluntary public tender offer and will therefore retain control of OHB in the future. OHB will thus remain an independent German family-owned company with Marco Fuchs as CEO even after the offer is completed.
Information regarding the reasoned statement
The joint reasoned statement by the Management Board and Supervisory Board of OHB regarding the voluntary public tender offer (cash offer) made by the Offeror to the shareholders of OHB and published on September 15, 2023, is available free of charge at OHB SE, Investor Relations, Manfred-Fuchs-Platz 2-4, 28359 Bremen (Tel: +49 421 2020 7200; Email: ir@ohb.de).
In addition, the statement is available online at www.ohb.de/investor-relations (under the “Takeover Offer” section). The statement and any supplements and/or additional statements regarding potential amendments to the takeover offer will be published in German and in a non-binding English translation. Only the German versions are authoritative.
Important Information
Each OHB shareholder should make their own decision regarding whether to accept or reject the Offer, taking into account the overall circumstances, their individual situation, and their personal assessment of the future development of the value and market price of OHB shares. In addition, each OHB shareholder should read the Offer Document. Subject to mandatory legal provisions, the Management Board and the Supervisory Board assume no liability in the event that the acceptance or rejection of the offer should subsequently result in adverse economic consequences for an OHB shareholder.
This announcement is for informational purposes only and does not constitute an invitation to sell or an offer to purchase securities of OHB SE. The terms and conditions and other provisions relating to the voluntary public tender offer are set forth in the offer document. Investors and holders of OHB SE securities are strongly advised to read the offer document and all other announcements related to the takeover bid as soon as they are published, as they contain or will contain important information. The offer is being conducted exclusively on the basis of the applicable provisions of German law, in particular the Securities Acquisition and Takeover Act (WpÜG), and certain securities law provisions of the United States of America regarding cross-border takeover offers. The Offer will not be conducted in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States of America (to the extent applicable). Accordingly, no announcements, filings, registrations, or approvals for the Offer have been submitted, initiated, or granted outside the Federal Republic of Germany. Investors and holders of OHB SE securities cannot rely on being protected by investor protection regulations of any jurisdiction other than the Federal Republic of Germany or the United States of America (to the extent applicable). Subject to the exceptions described in the Offer Document and, where applicable, any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, either directly or indirectly, in those jurisdictions where doing so would constitute a violation of the respective national law. OHB SE has been informed that Orchid Lux HoldCo S.à r.l. (the “Offeror”) reserves the right, to the extent permitted by law, to acquire, directly or indirectly, additional shares of OHB SE outside the Offer, whether on or off the exchange. If such acquisitions take place, details regarding these acquisitions, including the number of OHB SE shares acquired or to be acquired and the consideration paid or agreed upon, will be published immediately.
To the extent that this document contains forward-looking statements, such statements do not constitute facts and are identified by the use of words such as “will,” “expect,” “believe,” “estimate,” “intend,” “aim,” “assume,” and similar expressions. These statements express the intentions, views, or current expectations and assumptions of OHB SE and/or the Offeror. The forward-looking statements are based on current plans, estimates, and forecasts that OHB SE and/or the Offeror have made to the best of their knowledge, but do not constitute a guarantee of their future accuracy. Forward-looking statements are subject to risks and uncertainties that are often difficult to predict and are generally beyond the control of OHB SE and/or the Offeror. These expectations and forward-looking statements could prove to be inaccurate, and actual developments may differ significantly from forward-looking statements. OHB SE and/or the Offeror assume no obligation to update the forward-looking statements with respect to actual developments or events, general conditions, assumptions, or other factors.