OHB Technology acquires Carlo Gavazzi Space S.p.A., Milan

  • Transaction to be financed through partial use of the 2007 Authorized Capital by issuing 2,540,000 new bearer shares plus a cash payment of EUR 5.94 million

  • Expansion in space activities in Italy represents a key milestone of the
    European growth strategy

Bremen, August 10, 2009 - OHB Technology AG (ISIN: DE0005936124, Frankfurt stock exchange, regulated market, Prime Standard) today entered into an agreement with the owners of Italian space technology company Carlo Gavazzi Space S.p.A., Milan, (CGS) for the acquisition of all of its shares. As a leading Italian space enterprise, particularly in satellite technology, with approx. 220 employees, CGS generated total revenues of EUR 55.4 million in its 2007/2008 financial year (ending August 31, 2008). CGS earned an EBITDA of EUR 6.8 million and an EBIT of EUR 4.0 million in 2007/2008. The owners of CGS are Prof. Manfred Fuchs (48.925%) and Marco R. Fuchs (48.925%), both of whom are also members of the Management Board of OHB Technology AG, as well as an Italian corporation (2.15%) which is also owned by the Fuchs family. As a part of the transaction, the 49% shares in Telematic Solutions S.p.A., Milan, held by CGS, will also be transferred to the OHB Group. Previously, OHB held 51% of the capital of Telematic Solutions S.p.A.

"For the OHB Group, the acquisition of CGS marks a crucial step towards broadening its European footprint" said Prof. Dr. Hans Rath, deputy chairman of OHB Technology AG’s Supervisory Board. For the first time OHB will establish a significant market position outside Germany. With a total market size of approx. EUR 800 million per year, Italy is the third-largest European market for space technology next to France and Germany. Over the past few years, Carlo Gavazzi Space has become Italy's second largest satellite manufacturer. Based in Milan, it operates six sites across Italy. In terms of revenues, CGS ranks as the fifth largest independent satellite manufacturer in Europe. As a result of this transaction, the OHB Group will be able to substantially strengthen its position as the No. 3 in Europe.

In its 2007/08 financial year, CGS generated total revenues of EUR 55.4 million, EBITDA of EUR 6.8 million (EBITDA margin: 12.4%) and EBIT of EUR 4.0 million (EBIT margin: 7.2%). As a result of the acquisition, the OHB Group’s headcount will rise to approx. 1,550. Based on the transaction structure, no goodwill will arise upon consolidation of CGS as part of OHB Group according to IFRS.

The acquisition of CGS will strengthen OHB Group's market position with European programs and should thus give greater weight in its efforts to obtain contracts from the European Space Agency ESA. Looking ahead over the next few years, OHB wants to strengthen CGS’s already favorable growth. After successful growth in the Italian market over the last few years, CGS will now be aiming for dynamic growth on  a European level as well.

CGS offers an attractive product range which represents a good fit for OHB Group. OHB’s product range will be strengthened through micro and small satellites. As a result of the acquisition, the new business unit “Space International” will be created within the Group and additionally comprise LUXSPACE and ELTA, which were previously part of the “Space Systems + Security” business unit.

The transaction provides for a cash compensation of EUR 5.94 million as well as consideration in the form of 2,540,000 new OHB Technology AG bearer shares. On the basis of the closing XETRA price for OHB Technology stock on August 10, 2009 of EUR 8.00 the share component is valued at EUR 20.32 million. The valuation was based on an appraisal (based on IDW S1) performed by accounting firm BDO Deutsche Warentreuhand AG, Hamburg. The total compensation for the acquisition of CGS is below the valuation range calculated in the appraisal.

With the approval of the Supervisory Board, the Management Board of OHB Technology AG has decided today to partially exercise the company's 2007 Authorized Capital to increase its existing share capital of EUR 14,928,096 by EUR 2,540,000 to EUR 17,468,096. OHB will issue 2,540,000 new bearer shares with a notional value of EUR 1.00 each against contribution in kind. Prof. Manfred Fuchs and Marco R. Fuchs, who are already shareholders of OHB Technology AG, have been permitted to subscribe to these shares in equal portions. Apart from this, all other subscription rights will be excluded.

As a result of the capital increase, OHB Technology AG's share capital will increase by 17 % and thus comprise 17,468,096 shares. Following the performance of the capital increase, OHB Technology AG will have a free float of 30.3 %, while 69.7 % will be held by the Fuchs family pool.

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