Topic: After the end of the extended tender period on November 3rd, the Fuchs Family Pool and KKR together now control 93.39% of shares.

With the Fuchs Family in control of 71.89% and KKR in control of 21.51%, a substantial controlling interest has been reached, but not the required 95% for a squeeze-out. Even with the planned 10% capital increase (without subscription rights), which KKR will solely subscribe to, KKR and the Fuchs Family Pool would only reach 94.0% of shares (i.e. 94.51% of voting rights due to treasury shares without voting rights; see p. 2).

The tender offer still requires regulatory approval (by investment and subsidy control authorities of each state, that OHB operates in), but the remaining offer conditions (1. approval by merger control authorities, 2. no dividends, capital measures or insolvency within the tender period and 3. no regulatory prohibition of the offer) are already fulfilled. Hence, the actual transfer of shares to KKR in return for the cash settlement of € 44.00 per share should take place in H1 24e.

While we do not participate in speculation, it is worth highlighting that it seems unlikely that KKR raises the offer price to attract the remaining 0.5% of shares required to reach the 95% threshold. Also, the Fuchs Family and KKR indicate to delist the company anyway (without squeeze-out majority), which would bear the risk of not being able to sell OHB shares in the future.

The stock now trades on very low volumes and the ability to liquidate existing positions should continue to decrease going forward, as free float now stands at a mere 6% (5.5% after capital increase). Furthermore, KKR might be willing to buy blocks from the remaining shareholders OTC or via the stock exchange, which could lead to KKR and the Fuchs Family Pool exceeding the 95% squeeze-out threshold shortly. Should it be reached, existing shareholders can be forced to sell for € 44.

Hence, we recommend to SELL at € 44.00 per share due to the decreasing liquidity of the stock, the potential of a squeeze-out as well as the planned delisting.

On a side note, OHB continues to operate well this year, with record Q3 results reported yesterday, however this should not have an impact on the share price for now.