Acceptance period for KKR’s voluntary public takeover offer for OHB SE commencesSeptember 15, 2023
- Offer document published today following BaFin approval
- Acceptance period starts today and ends on 17 October 2023
- Offer price of EUR 44.00 per share in cash, representing a premium of 39% to the Xetra three-month VWAP prior to announcement
- Management Board and Supervisory Board of OHB and Fuchs Family welcome and support the offer
- OHB shareholders are advised to contact their custodian bank to check for any deadlines requiring action ahead of the end of the acceptance period
15 September 2023 – Orchid Lux HoldCo S.à r.l. (the “Bidder”), a holding company indirectly controlled by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), today published the offer document for its voluntary public takeover offer (the “Takeover Offer”) for the shares (ISIN: DE0005936124) of OHB SE (“OHB”) following the permission by the German Federal Financial Supervisory Authority (“BaFin”).
Beginning today, OHB shareholders can accept the Takeover Offer and tender their OHB shares at a price of EUR 44.00 per share in cash, which represents a premium of 39% to the volume-weighted Xetra average price of OHB shares over the last three months prior to (and including) 4 August 2023, the last trading day before the Takeover Offer was announced on 7 August 2023. As such, the offer provides existing shareholders with near-term liquidity and the opportunity to realise the long-term value potential in advance.
The Management Board and Supervisory Board of OHB and the Fuchs Family welcome and support the Takeover Offer. Subject to their review of the offer document and their fiduciary duties, the Management Board and Supervisory Board of OHB intend to recommend OHB shareholders to accept the Takeover Offer. The completion of the Takeover Offer is subject to merger control, foreign investment control, and foreign subsidies control, as well as other customary conditions. In case of a successful completion of the offer, OHB will subsequently seek a delisting from the stock exchange so that it can more easily implement its long-term strategy as a privately held company. In addition, KKR has committed to OHB not to enter into a domination and/or profit and loss transfer agreement.
The acceptance period will end at midnight (local time Frankfurt am Main) on 17 October 2023. Details on how the Takeover Offer can be accepted are set out in the offer document. OHB shareholders should contact their respective custodian banks to tender their shares and inquire for any relevant deadlines set by custodian banks which may require actions prior to the formal end of the acceptance period.
The Takeover Offer is made on and subject to the terms and conditions set out in the offer document, the publication of which has been permitted by BaFin.
The offer document and a non-binding English translation are now available at www.orchid-offer.com. Copies of these documents can also be obtained free of charge at Morgan Stanley Europe SE, Große Gallusstraße 18, 60312 Frankfurt am Main, Germany (orders per fax: +49 (0) 69 2166 7676; orders by email: firstname.lastname@example.org upon provision of a shipping or e-mail address).
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. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.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 media contact
|Thea Bichmann Mobile:
+49 (0) 172 13 99 761
|Emily Lagemann Mobile:
+49 (0) 171 86 79 950
OHB SE media contact
Mobile: + 49 (0) 174 2342808
Mobile: +49 (0) 160 96943517
Disclaimer and forward-looking statements
This press release is neither an offer to purchase nor a solicitation of an offer to sell OHB shares. The final terms of the takeover offer, as well as other provisions relating to the takeover offer are set out solely in the offer document authorised for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of OHB shares are strongly advised to read the offer document and all other documents relating to the takeover offer, as they contain important information. The offer document for the takeover offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the takeover offer is published amongst other information on the internet at www.orchid-offer.com.
The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of OHB shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable law.
The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional OHB shares outside the takeover offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the offer price is increased in accordance with the WpÜG, to match any consideration paid outside of the takeover offer if higher than the offer price. If such acquisitions take place, information on such acquisitions, including the number of OHB shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The takeover offer relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and OHB included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that OHB is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.
Any contract entered into with the Bidder as a result of the acceptance of the takeover offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the takeover offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and OHB are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.
To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward- looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.
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