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OHB SE — Share Issue/Capital Change 2009
Aug 10, 2009
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Share Issue/Capital Change
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Corporate | 10 August 2009 21:41
OHB Technology AG:OHB Technology acquires Carlo Gavazzi Space S.p.A., Milan
OHB Technology AG / Acquisition/Capital Increase
Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.
- 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.
'For the OHB Group, the acquisition of CGS marks a crucial step towards
broadening its European footprint' said Prof. Dr. Hans Rath, deputy
chairman of OHB Technology AG's Supervisory Board. For the first time OHB
will establish a significant market position outside Germany. With a total
market size of approx. EUR 800 million per year, Italy is the third-largest
European market for space technology next to France and Germany. Over the
past few years, Carlo Gavazzi Space has become Italy's second largest
satellite manufacturer. Based in Milan, it operates six sites across Italy.
In terms of revenues, CGS ranks as the fifth largest independent satellite
manufacturer in Europe. As a result of this transaction, the OHB Group will
be able to substantially strengthen its position as the No. 3 in Europe.
In its 2007/08 financial year, CGS generated total revenues of EUR 55.4
million, EBITDA of EUR 6.8 million (EBITDA margin: 12.4%) and EBIT of EUR
4.0 million (EBIT margin: 7.2%). As a result of the acquisition, the OHB
Group's headcount will rise to approx. 1,550. Based on the transaction
structure, no goodwill will arise upon consolidation of CGS as part of OHB
Group according to IFRS.
The acquisition of CGS will strengthen OHB Group's market position with
European programs and should thus give greater weight in its efforts to
obtain contracts from the European Space Agency ESA. Looking ahead over the
next few years, OHB wants to strengthen CGS's already favorable growth.
After successful growth in the Italian market over the last few years, CGS
will now be aiming for dynamic growth on a European level as well.
CGS offers an attractive product range which represents a good fit for OHB
Group. OHB's product range will be strengthened through micro and small
satellites. As a result of the acquisition, the new business unit 'Space
International' will be created within the Group and additionally comprise
LUXSPACE and ELTA, which were previously part of the 'Space Systems +
Security' business unit.
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. On the basis of the closing XETRA price for OHB Technology stock on
August 10, 2009 of EUR 8.00 the share component is valued at EUR 20.32
million. 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.
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
Tel.: +49 421 - 2020-727
Fax: +49 421 - 2020-613
E-Mail: [email protected]
www.ohb-technology.de
Contact for media representatives:
Corporate Communications
Steffen Leuthold
Tel.: +49 421 - 2020-620
Fax: +49 421 - 2020-700
E-Mail: [email protected]
10.08.2009 Financial News transmitted by DGAP
Language: English
Issuer: OHB Technology AG
Karl-Ferdinand-Braun-Str. 8
28359 Bremen
Deutschland
Phone: +49 (0)421 2020 8
Fax: +49 (0)421 2020 613
E-mail: [email protected]
Internet: www.ohb-technology.de
ISIN: DE0005936124
WKN: 593612
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Düsseldorf, Hamburg, Stuttgart
End of News DGAP News-Service