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Original-Research: OHB SE - from NuWays AG

Classification of NuWays AG to OHB SE

Company Name: OHB SE
ISIN: DE0005936124

Reason for the research: Update
Recommendation: Verkaufen
from: 24.04.2024
Target price: EUR 44.00
Target price on sight of: 12 Monaten
Last rating change:
Analyst: Henry Wendisch

KKR Takeover: still waiting for regulatory approval

Topic: KKR's takeover of OHB's free float still awaits regulatory approval
by three European countries, leading to a estimated closing of the
transaction in Q2/Q3 2024e. Thereafter, a delisting and squeeze-out seems
likely.

FDI approval pending: Most conditions of the takeover are fulfilled,
however, the foreign direct investment (FDI) authorities of (1) Germany,
(2) Belgium and (3) Sweden still need to approve the takeover, while the
remaining seven relevant countries already gave their approval. Thereafter,
KKR plans to close the transaction and pay-out the cash compensation of EUR
44 per share for shareholders that tendered their shares. According to the
company, this could be as early as Q2/Q3 2024e.

Capital increase resolved: KKR seems confident in getting final FDI
approval, as it already solely subscribed the 10% capital increase at end
of last year. Hence, KKR now holds 9.9% directly and 18.7% indirectly of
OHB shares. The remaining 5.7% (free float was only 24.4%) have not been
tendered during the tender period.

Delisting ahead: Following final FDI approval and closing of the
transaction, KKR will directly hold 28.64% of shares and the Fuchs Family
Pool 65.35%, owning the the majority of votes. We expect the official
decision to delist OHB shortly after.

Squeeze-out likely: KKR and the Fuchs Family will directly hold a combined
93.99% of shares, but control 94.51% of voting rights (excl. treasury
shares w/o voting rights), only slightly below the required squeeze-out
level of 95%. Thus, we regard a squeezeout as likely, as KKR only needs to
acquire additional 0.49% of shares from existing shareholders, which will
be actively pursued by KKR.

FY'23 results driven by one-off: The first time at-equity reflection of
OHB's stake in Rocket Factory Augsburg (prev.: consolidated, but held as
discontinued operations) led to a positive EUR 76m EBITDA oneoff effect,
pushing FY'23 EBITDA to EUR 162m (EUR 87m EBITDA without the one-off effect).

In sum, OHB continues to walk the delisting road. As a result, we recommend
shareholders of the remaining free float to SELL at EUR 44.00 per share if
owning shares of a delisted company is not favourable.

You can download the research here:
http://www.more-ir.de/d/29507.pdf
For additional information visit our website
www.nuways-ag.com/research.

Contact for questions
NuWays AG - Equity Research
Web: www.nuways-ag.com
Email: research@nuways-ag.com
LinkedIn: https://www.linkedin.com/company/nuwaysag
Adresse: Mittelweg 16-17, 20148 Hamburg, Germany
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Diese Meldung ist keine Anlageberatung oder Aufforderung zum Abschluss bestimmter Börsengeschäfte.
Offenlegung möglicher Interessenskonflikte nach § 85 WpHG beim oben analysierten Unternehmen befinden sich in der vollständigen Analyse.
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-------------------transmitted by EQS Group AG.-------------------


The issuer is solely responsible for the content of this research.
The result of this research does not constitute investment advice
or an invitation to conclude certain stock exchange transactions.

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