- OHB enters into agreement with KKR as minority investor
- The Fuchs family will retain permanent control of the company
- OHB's growth strategy to be supported by way of a separate 10% capital increase
- OHB's portfolio company Rocket Factory Augsburg AG will receive separately EUR 30 million to secure the path to the successful first flight of Microlauncher RFA One
- KKR plans voluntary public takeover offer for all outstanding shares of OHB at a price of EUR 44.00, the Fuchs family will not sell any shares
- Company subsequently seeks delisting from the stock exchange
Bremen, 7th August, 2023. OHB SE (“OHB”), the German space and technology company, is strengthening its capital base to implement its growth strategy and, with KKR as a minority investor, to ideally position itself for the growing demand for privately financed, cost-efficient and flexible space travel solutions. The Fuchs family will retain permanent control of the business as majority shareholders. OHB will continue to be led by Marco Fuchs as CEO and the existing management team.
OHB is pursuing the goal of becoming the leading provider of space solutions for institutional and commercial clients in Europe. To this end, OHB has today signed, amongst others, an investment agreement with KKR and the Fuchs Family Foundation as the majority shareholder of OHB, as well as with investment vehicles controlled by the Fuchs family. The agreements include a voluntary public takeover offer for all outstanding shares of OHB at a price of EUR 44.00 per share and a separate agreement on a capital increase of 10%.
Marco Fuchs, CEO of OHB: “Strengthening OHB as an independent, European company and partner for governments and institutions strengthens European security and sovereignty in space. In addition, we can expand our leading technological positions in our core competencies as an infrastructure partner and in the service sector, while also opening up new perspectives for customers and partners. We are delighted that with KKR as a minority investor, we have found the ideal partner to support our long-term growth and vision.”
Investing in long-term growth and the OHB corporate strategy
OHB, which will continue to operate as an independent German family business, will use the capital in line with the long-term corporate strategy "OHB 2025 - Shaping the future" to invest in key growth areas and strengthen competitiveness in the three divisions: Space Systems, Aerospace and Digital. Separately, KKR will, through convertible instruments, invest EUR 30 million in the further development of Rocket Factory Augsburg AG to ensure private sector development of the Microlauncher RFA One through to a successful first flight, thus improving Europe's independent access to space.
Offer to shareholders and planned capital increase
The voluntary public takeover offer by KKR is expressly welcomed by the Management Board and Supervisory Board of OHB, subject to the customary review. OHB will subsequently seek delisting from the stock exchange so that it can more easily implement its long-term strategy as a privately held company.
The Offer Price will be EUR 44.00 in cash per share. Accordingly, OHB shareholders will receive a premium of 36.6% to the Xetra closing price on 4 August 2023 and 39.1% to the volume-weighted Xetra average price of OHB shares over the past three months respectively. The Offer provides existing shareholders with immediate liquidity and the opportunity to realise the long-term value potential in advance. The Offer will be subject to various customary conditions such as merger control and other regulatory clearances and will not be subject to a minimum acceptance level. KKR has committed to OHB not to conclude a domination and/or profit and loss transfer agreement. The transaction has been initiated by the Fuchs family.
KKR has separately committed to OHB to subscribe to a capital increase of the company at the Offer Price. The share capital of the Company is to be increased by 10% against cash contributions using the authorised capital and excluding the shareholders' statutory subscription rights.
Christian Ollig, Partner and Head of the DACH region at KKR, said: “The global market for space solutions will continue to grow. We see great potential in Europe and are convinced that with additional investments in Research and Development OHB is ideally positioned to achieve long-term sustainable growth. KKR's capital will support OHB's future development. At the same time, the offer provides existing shareholders with the opportunity for immediate value realisation at an attractive premium. KKR is delighted to have the opportunity to support the Fuchs family.”
KKR's investment comes from a holding company owned by its newest European private equity fund, KKR European Fund VI.
Continuity in ownership structure
The Fuchs family will not sell any of the shares bound in the Fuchs Family Pool as part of the public takeover offer and will thereby retain control of OHB. The company will thus permanently preserve its DNA as an independent German family business.
Further information in relation to the voluntary public takeover offer: www.orchid-offer.com.
About OHB SE
OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: Space systems, Aerospace and Digital. The company employs around 3,000 people and generates a total turnover of around EUR 1 billion.
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.
This release may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, “United States“), Canada, Australia, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful.
Distribution of this release may be restricted by applicable law in some jurisdictions and it is important that anyone in possession of this document or the information incorporated in it should inform themselves of and comply with them. Failure to comply with such provisions may constitute a violation of the laws of such countries.
This release constitutes neither an offer nor a solicitation of an offer to purchase securities of OHB or any of its subsidiaries in the United States, Germany or any other country. Neither this publication nor its contents may constitute an offer in any country to be taken as a basis. The securities described above have not been and will not be registered under the Securities Act, as amended (the "Securities Act") and may not be sold or offered in the United States pending registration or an exemption from the registration requirement under the Securities Act is in place.
In the United Kingdom this release is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“Order“), or (ii) high net worth corporations and other persons falling within Article 49(2)(a)-(d) of the Regulations who may be lawfully approached (these persons collectively being referred to as “Qualified Persons”). This release is directed only at Qualified Persons and must not be acted on or relied on by persons who are not Qualified Persons. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Qualified Persons.
In the member states of the European Economic Area, this release is only addressed to and directed at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Prospectus Regulation).
No action has been taken to permit the securities to be offered, purchased or this publication distributed in any country where it is not permitted. Anyone into whose possession this publication comes should inform themselves about and observe any restrictions.
This release may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of OHB (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, ”estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of OHB and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. OHB will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. OHB does not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.