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Original-Research: OHB SE - from NuWays AG

09.08.2024 / 09:06 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: 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: 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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1964451 09.08.2024 CET/CEST

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