Brief:
- 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 (US $33.01 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 (US $48.42), the Fuchs family will not sell any shares.
- Company subsequently seeks delisting from the stock exchange.
PRESS RELEASE — Bremen / August 7, 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.
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SOURCE: OHB
Featured image: Credit: OHB
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