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 € 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 squeeze-out 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 € 76m EBITDA one-off effect, pushing FY'23 EBITDA to € 162m (€ 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 € 44.00 per share if owning shares of a delisted company is not favourable.