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Original-Research: OHB SE - from NuWays AG

28.08.2024 / 09:01 CET/CEST
Dissemination of a Research, transmitted by EQS News - a service of 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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Classification of NuWays AG to OHB SE

Company Name: OHB SE
ISIN: DE0005936124

Reason for the research: Update
Recommendation: SELL
from: 28.08.2024
Target price: EUR 44.00
Last rating change:
Analyst: Henry Wendisch

Deorbiting from Wall Street

Topic: KKR announced that all offer conditions are met and the transfer of
shares for Sept. 6th.

Belgian FDI approval: Following Germany's FDI approval from May '24, Belgium
has also given green light for KKR's takeover of OHB's free float. This was
anticipated as early as Sept. '24 (see update from Aug. 8th) as Belgium's
FDI authority has only started to look into the case after Germany. This was
the last remaining offer condition that needed to be fulfilled before the
long-stop date (Sept. 30th 2024) in order for the tender offer to go
through.

Transfer of shares on Sept. 6th: According to the offer document, KKR will
now pursue the transfer of shares against a EUR 44 per share cash settlement
latest after 8 banking days (i.e., Sept. 9th), but plans to execute the
transfer on Friday, Sept. 6th.

New shareholder structure post share transfer: Following the transfer, OHB
will be controlled by the Fuchs Family (65.35%) and KKR (28.64%). Together
they will thus hold 93.99% of shares. Excluding treasury shares (0.33%),
that are not equipped with voting rights, Fuchs Family and KKR will thus
make up 94.3% of voting rights, which is only 0.7% short of the squeeze-out
(SO) threshold of 95% of voting rights.

Filling the gap to 95%: We deem it likely, that KKR will acquire the missing
0.7% either from the remaining free float (4.91%) or from the special
situation fund SYQUANT (0.78%) to overcome the SO threshold. As the free
float shares are trading at low volumes, an OTC block trade seems more
likely in our view.

Delisting and SO at once, but not in the short-term: Given that KKR and
Fuchs Family have no time pressure to pursue the delisting, we expect them
to wait for the SO threshold to be reached before the final decision to
delist, which will likely not fall before the next AGM in mid-2025.

Recommendation: The remaining free float shareholders should avoid the risk
of owning an illiquid stock in the upcoming delisting for which a SO seems
very likely. Therefore, we recommend to SELL at current levels (yesterdays
closing price of EUR 45.90 above the EUR 44.00 offer price) while one still can

You can download the research here: http://www.more-ir.de/d/30647.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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1976263 28.08.2024 CET/CEST

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