Classification of NuWays AG to OHB SE

Company Name:	OHB SE
ISIN:	DE0005936124
Reason for the research:	Update
Recommendation:	SELL
from:	09.08.2024
Target price:	EUR 44.00
Last rating change:
Analyst:	Henry Wendisch

Approaching deal closing, all eyes on Belgium

Topic: With yesterday's Q2 results, mangement reiterated its view, that the KKR-takeover should close 'this summer'. In detail:

Current status: Currently, the only remaining condition is the FDI approval of Belgium, regarding OHB subsidiary Antwerp Space N.V. All other offer conditions have already been met. However, the long-stop date (30th September 2024), on which all offer conditions must be met, is a mere 7 weeks ahead.

What is taking so long? According to management, the main reason behind the late FDI approval of Belgium should be thatt he authorities have started to look into case after Germany has given its FDI approval on 29th May '24. Given the usual 60-100 days it takes, the approval should come soon.

Fulfillment of offer conditions expected before  long-stop date: Management nevertheless feels comfortable to announce the closing before the long-stop date while keeping close contact to KKR and Belgian authorities. Given that all other countries gave a positive FDI approval and the fact that USbased KKR will remain a minority shareholder, there should not be any national security or other strategic risks related to this deal for Belgium, in our view.

But what if not? In the event of a negative or no FDI approval of  Belgium, the takeover document states, that KKR would need to waive the offer condition before the end of the acception period (already over per 3rd Nov. 2023). Consequently, the takeover offer would lapse and the tendered shares will be returned to the original shareholders. Nevertheless, OHB would likely still delist in this case in our view, given that KKR and Fuchs Family still own >75% (ex shares held for tender). Just the squeeze-out (SO) threshold of 95% would be further away.

All in all, there are no major reasons speaking against an FDI approval of Belgium, which is holding back the transfer of tendered shares to KKR. Given the comprehensible reason for the delay, we expect Belgian's FDI approval and the consequent closing of the transaction before the long-stop date.

Against this backdrop, we stick to our SELL rating  for those investors who have not tendered their shares in order to mitigate the risk of owning a highly illiquid or delisted stock that seeks a SO thereafter.

You can download the research here: http://www.more-ir.de/d/30409.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: [email protected]
LinkedIn: https://www.linkedin.com/company/nuwaysag
Adresse: Mittelweg 16-17, 20148 Hamburg, Germany
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