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    EQS-WpÜG  585  0 Kommentare Takeover Offer / Target company: OHB SE; Bidder: Orchid Lux HoldCo S.à r.l. - Seite 2

    Today, the Bidder and OHB signed an Investment Agreement regarding the terms and conditions of a strategic investment by the Bidder in OHB. The Management Board and the Supervisory Board of OHB, which have approved the conclusion of the Investment Agreement today, explicitly welcome and support the Takeover Offer, subject to their review of the offer document yet to be published by the Bidder and their fiduciary duties. The Management Board and the Supervisory Board intend to recommend the acceptance of the Takeover Offer to the shareholders of OHB. Also today, the Bidder and the Fuchs Family Foundation (as majority shareholder of OHB) and investment companies beneficially owned by members of the Fuchs Family (collectively, the "Majority Shareholders") have entered into a Cooperation Agreement. According to the Cooperation Agreement, the Majority Shareholders will not accept the Takeover Offer for the OHB shares held by them as part of the voting pool and will thus continue to hold a majority stake in OHB. They shall retain permanent control over the company. Going forward and subject to the consummation of the Takeover Offer, the Bidder and the Majority Shareholders will align their interest with regard to OHB through a Shareholders' Agreement and jointly exercise their voting rights.

    The Takeover Offer will be subject to customary conditions, including merger control and other regulatory clearances, and will not be subject to a minimum acceptance threshold. The Bidder has committed to OHB not to enter into a domination and/or profit and loss transfer agreement.

    The offer document for the Takeover Offer (in German and a non-binding English translation) and further information on the Takeover Offer will be published and available on the internet at www.orchid-offer.com.

    Important Information:

    This announcement is neither an offer to purchase nor a solicitation of an offer to sell OHB Shares. The final terms of the Takeover Offer as well as other provisions relating to the Takeover Offer will be communicated in the offer document after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document. The Bidder reserves the right to deviate from the key items presented here in the final terms and conditions of the Takeover Offer to the extent legally permissible. Investors and holders of OHB Shares are strongly advised to read the offer document and all other documents relating to the Takeover Offer as soon as they have been made public, as they will contain important information. The offer document for the Takeover Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Takeover Offer will be published after approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) amongst other information on the internet at www.orchid-offer.com.

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    EQS-WpÜG Takeover Offer / Target company: OHB SE; Bidder: Orchid Lux HoldCo S.à r.l. - Seite 2 EQS-WpÜG: Orchid Lux HoldCo S.à r.l. / Takeover Offer Takeover Offer / Target company: OHB SE; Bidder: Orchid Lux HoldCo S.à r.l. 07.08.2023 / 07:30 CET/CEST Dissemination of an announcement according to the German Securities Acquisition and …