^Original-Research: OHB SE - from NuWays AGClassification of NuWays AG to OHB SECompany Name: OHB SEISIN: DE0005936124Reason for the research: UpdateRecommendation: Verkaufenfrom: 24.04.2024Target price: EUR 44.00Target price on sight of: 12 MonatenLast rating change: Analyst: Henry WendischKKR Takeover: still waiting for regulatory approval Topic: KKR's takeover of OHB's free float still awaits regulatory approvalby three European countries, leading to a estimated closing of thetransaction in Q2/Q3 2024e. Thereafter, a delisting and squeeze-out seemslikely. 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 theremaining seven relevant countries already gave their approval. Thereafter,KKR plans to close the transaction and pay-out the cash compensation of EUR44 per share for shareholders that tendered their shares. According to thecompany, this could be as early as Q2/Q3 2024e. Capital increase resolved: KKR seems confident in getting final FDIapproval, as it already solely subscribed the 10% capital increase at endof last year. Hence, KKR now holds 9.9% directly and 18.7% indirectly ofOHB shares. The remaining 5.7% (free float was only 24.4%) have not beentendered during the tender period. Delisting ahead: Following final FDI approval and closing of thetransaction, KKR will directly hold 28.64% of shares and the Fuchs FamilyPool 65.35%, owning the the majority of votes. We expect the officialdecision to delist OHB shortly after. Squeeze-out likely: KKR and the Fuchs Family will directly hold a combined93.99% of shares, but control 94.51% of voting rights (excl. treasuryshares w/o voting rights), only slightly below the required squeeze-outlevel of 95%. Thus, we regard a squeezeout as likely, as KKR only needs toacquire additional 0.49% of shares from existing shareholders, which willbe actively pursued by KKR. FY'23 results driven by one-off: The first time at-equity reflection ofOHB's stake in Rocket Factory Augsburg (prev.: consolidated, but held asdiscontinued operations) led to a positive EUR 76m EBITDA oneoff effect,pushing FY'23 EBITDA to EUR 162m (EUR 87m EBITDA without the one-off effect). In sum, OHB continues to walk the delisting road. As a result, we recommendshareholders of the remaining free float to SELL at EUR 44.00 per share ifowning shares of a delisted company is not favourable.You can download the research here:http://www.more-ir.de/d/29507.pdfFor additional information visit our websitewww.nuways-ag.com/research.Contact for questionsNuWays AG - Equity ResearchWeb: www.nuways-ag.comEmail: research@nuways-ag.comLinkedIn: https://www.linkedin.com/company/nuwaysagAdresse: Mittelweg 16-17, 20148 Hamburg, Germany++++++++++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.++++++++++-------------------transmitted by EQS Group AG.-------------------The issuer is solely responsible for the content of this research.The result of this research does not constitute investment adviceor an invitation to conclude certain stock exchange transactions.°