Ad hoc announcements
OHB Technology acquires Carlo Gavazzi Space S.p.A., Milan
- Transaction to be financed through partial use of the 2007 Authorized Capital by issuing 2,540,000 new bearer shares plus a cash payment of EUR 5.94 million
- Expansion in space activities in Italy represents a key milestone of the European growth strategy
Bremen, August 10, 2009 - OHB Technology AG (ISIN: DE0005936124, Frankfurt stock exchange, regulated market, Prime Standard) today entered into an agreement with the owners of Italian space technology company Carlo Gavazzi Space S.p.A., Milan, (CGS) for the acquisition of all of its shares. As a leading Italian space enterprise, particularly in satellite technology, with approx. 220 employees, CGS generated total revenues of EUR 55.4 million in its 2007/2008 financial year (ending August 31, 2008). CGS earned an EBITDA of EUR 6.8 million and an EBIT of EUR 4.0 million in 2007/2008. The owners of CGS are Prof. Manfred Fuchs (48.925%) and Marco R. Fuchs (48.925%), both of whom are also members of the Management Board of OHB Technology AG, as well as an Italian corporation (2.15%) which is also owned by the Fuchs family. As a part of the transaction, the 49% shares in Telematic Solutions S.p.A., Milan, held by CGS, will also be transferred to the OHB Group. Previously, OHB held 51% of the capital of Telematic Solutions S.p.A.
The transaction provides for a cash compensation of EUR 5.94 million as well as consideration in the form of 2,540,000 new OHB Technology AG bearer shares. The valuation was based on an appraisal (based on IDW S1) performed by accounting firm BDO Deutsche Warentreuhand AG, Hamburg. The total compensation for the acquisition of CGS is below the valuation range calculated in the appraisal.
With the approval of the Supervisory Board, the Management Board of OHB Technology AG has decided today to partially exercise the company's 2007 Authorized Capital to increase its existing share capital of EUR 14,928,096 by EUR 2,540,000 to EUR 17,468,096. OHB will issue 2,540,000 new bearer shares with a notional value of EUR 1.00 each against contribution in kind. Prof. Manfred Fuchs and Marco R. Fuchs, who are already shareholders of OHB Technology AG, have been permitted to subscribe to these shares in equal portions. Apart from this, all other subscription rights will be excluded.
The new shares will be entitled to dividends for the financial year 2009. An application will be submitted for admission of 1,270,000 of the new shares to the regulated market, Prime Standard. The remaining 1,270,000 new shares will initially not be admitted to the stock market and are subject to a lock-up period of 24 months.
As a result of the capital increase, OHB Technology AG's share capital will increase by 17 % and thus comprise 17,468,096 shares. Following the performance of the capital increase, OHB Technology AG will have a free float of 30.3 %, while 69.7 % will be held by the Fuchs family pool.
| Contact for investors and analysts: Michael Vér Investor Relations Phone: +49 421 - 2020-727 Fax: +49 421 - 2020-613 E-Mail: ver@ohb-technology.de |
Contact for media representatives: Steffen Leuthold Corporate Communications Phone: +49 421 - 2020-620 Fax: +49 421 - 2020-700 E-Mail: leuthold@ohb-system.de |