Charlesbank Completes Acquisition of EMCORE to Form Velocity One

Charlesbank

Transaction solidifies the formation of a new industry leader providing highly engineered products to the aerospace and defense markets

BOSTON, MA & FAIRFIELD, NJ, March 5, 2025 – Charlesbank Capital Partners (“Charlesbank”), a middle-market private investment firm, today announced that it has, through new aerospace manufacturing holding company Velocity One, successfully closed on its acquisition of EMCORE Corporation (formerly Nasdaq: EMKR) (“EMCORE”), a provider of specialized inertial navigation solutions to the aerospace and defense (“A&D”) industry. The transaction was first announced on November 8, 2024, following unanimous approval by the EMCORE board of directors.

Headquartered in Fairfield, New Jersey, Velocity One (or the “Company”) brings together EMCORE with Cartridge Actuated Devices, Inc. (“CAD”) and Aerosphere Power, positioning itself as an industry leader with operating units capable of designing, manufacturing, and supporting a wide range of critical products including navigational solutions, energetic devices, and power system solutions for the aerospace and defense end-markets. Together, these leading businesses comprise approximately 250 employees across five facilities. Building on these capabilities, the Company will focus on partnering with leading component manufacturers as part of a strategy to build a market-leading aerospace and defense platform.

John Borduin, an industry veteran with 20 years’ experience in senior leadership positions at prominent aerospace and defense companies including CAD, Avionic Instruments, Safran, and GE Aviation, will lead Velocity One as Chief Executive Officer. Brandon White, Managing Director and Co-Head – Flagship, at Charlesbank, has joined the Board of Directors of the combined company, along with Senior Vice President Samuel Bekenstein and Vice President Karan Talreja.

“The creation of Velocity One follows a multi-year thematic pursuit in the aerospace sector for Charlesbank. We are thrilled to complete this transformative acquisition, which we believe will solidify the formation of a new industry leader providing proprietary, highly engineered products to the aerospace and defense sectors,” said Mr. White. “The three companies under the wing of Velocity One share a reputation for delivering high-quality products and a clear vision to create value organically and through M&A. We are excited to partner with this driven, highly skilled management team to propel future growth.”

“The addition of EMCORE to our portfolio represents an exciting opportunity for us to accelerate our growth together as Velocity One,” said CEO Mr. Borduin. “With the support of Charlesbank, we look forward to continuing to scale our business, capitalize on an attractive M&A pipeline and unlock new opportunities in the aerospace and defense sectors.”

As part of the transaction, Launch Point Partners LLC (“Launch Point”), a private investment firm specializing in the A&D industry, will become a strategic co-investor in Velocity One alongside Charlesbank.

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TRIUMPH to be Acquired by Affiliates of Warburg Pincus and Berkshire Partners in an All-Cash Transaction Valued at Approximately $3 Billion

Warburg Pincus logo

TRIUMPH Shareholders to Receive $26.00 in Cash Per Share

RADNOR, Pa. and NEW YORK and BOSTON, Feb. 3, 2025 /PRNewswire/ — Triumph Group, Inc. (NYSE: TGI) (“TRIUMPH” or the “Company”) today announced that it has entered into a definitive agreement under which affiliates of growth-focused private equity firms Warburg Pincus and Berkshire Partners will acquire TRIUMPH through a newly formed entity for a total enterprise value of approximately $3 billion. Upon completion of the transaction, TRIUMPH will become a privately held Company, jointly controlled by Warburg Pincus and Berkshire Partners.

Under the terms of the agreement, TRIUMPH shareholders will receive $26.00 per share in cash. The purchase price represents a premium of approximately 123% over the Company’s unaffected closing stock price1 and a premium of approximately 58% over the volume weighted average price (VWAP) of TRIUMPH common stock for the 90 days prior to January 31, 2025.

“We are pleased to have reached this agreement, which reflects the culmination of the Board’s robust process and will deliver immediate, certain and premium cash value to our shareholders,” said Dan Crowley, TRIUMPH’s chairman, president and chief executive officer. “Over the last few years, TRIUMPH successfully optimized our portfolio, built around a world class team and capabilities. This transaction recognizes our Company’s position as a valued provider of mission-critical engineered systems and proprietary components for both OEM and aftermarket customers. As a privately held company in partnership with Berkshire Partners and Warburg Pincus, TRIUMPH will have an enhanced ability to meet our customers’ evolving needs and provide more opportunities for our valued employees.”

“TRIUMPH has a strong reputation as a leader in highly engineered aerospace components and systems, and we are excited about partnering with them in this next chapter of growth,” said Dan Zamlong, Managing Director at Warburg Pincus. “With our deep experience investing in and developing aerospace platforms, we look forward to working with TRIUMPH’s talented global team to increase opportunities for its portfolio and capture the growing demand for high quality aerospace components.”

“TRIUMPH plays a critical role in the aerospace and defense industry and is known for providing high quality products on key platforms. Berkshire has a long history of partnering with market-leading aerospace companies, and we look forward to helping accelerate the next phase of TRIUMPH’s growth,” added Blake Gottesman, Managing Director at Berkshire Partners.

Timing and Approvals
The transaction is expected to close in the second half of calendar year 2025 and is subject to customary closing conditions, including approval by TRIUMPH shareholders and receipt of required regulatory approvals. TRIUMPH’s Board of Directors unanimously approved the definitive agreement. The transaction is not contingent upon financing. Upon completion of the transaction, TRIUMPH will no longer be traded on the New York Stock Exchange.

Third Quarter Fiscal 2025 Earnings
In connection with its pending transaction, TRIUMPH will release its third quarter fiscal 2025 earnings and file its Form 10-Q by February 10, 2025, as planned, and is cancelling its previously scheduled earnings conference call and webcast.

Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to TRIUMPH. Lazard is serving as financial advisor and Kirkland & Ellis LLP and Covington & Burling LLP are acting as legal counsel to Berkshire Partners and Warburg Pincus.

About TRIUMPH
Founded in 1993 and headquartered in Radnor, Pennsylvania, TRIUMPH designs, develops, manufactures, repairs and provides spare parts across a broad portfolio of aerospace and defense systems and components. The Company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

More information about TRIUMPH can be found on the Company’s website at www.triumphgroup.com.

About Berkshire Partners
Berkshire Partners is a 100% employee-owned, multi-sector specialist investor in private and public equity. The firm’s private equity team invests in well-positioned, growing companies across business & consumer services, healthcare, industrials, and technology & communications. Berkshire is currently investing from its Fund XI, which held its final closing in 2024 with approximately $7.8 billion in commitments. Since inception, Berkshire Partners has made more than 150 private equity investments and has a strong history of collaborating with management teams to grow the companies in which it invests. For additional information, visit www.berkshirepartners.com.

About Warburg Pincus
Warburg Pincus LLC is the pioneer of private equity global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $86 billion in assets under management, and more than 230 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has been an active investor in the aerospace & defense and industrial technology sectors with current and former investments including Accelya, Aquila Air Capital, CAMP Systems, Consolidated Precision Products, Duravant, Extant Aerospace, Infinite Electronics, Inmarsat, iNRCORE, Quest Global, Sundyne, TransDigm and Wencor Group. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid and information currently available to management. They can be identified by the use of words such as “may,” “might,” “anticipate,” “plan,” “believe,” “potential,” “intend,” “expect,” “strategy,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the risk that the Company’s stockholders may not approve the proposed transaction; (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the proposed transaction; (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (vi) potential litigation relating to the proposed transaction that could be instituted against the Company, Titan BW Acquisition Holdco Inc. (the “Buyer”) or their respective directors and officers, including the effects of any outcomes related thereto; or (vii) possible disruptions from the proposed transaction that could harm the Company’s or Buyer’s business, including current plans and operations. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company’s reports filed or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024 and September 30, 2024.  Any forward-looking information provided in this document should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this document.

Important Additional Information and Where to Find It
In connection with the proposed transaction between the Company and Buyer, the Company intends to file relevant materials with the SEC, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy materials to each stockholder entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.triumphgroup.com/investor-relations) or by contacting the investor relations department of the Company.

Participants in the Solicitation
The Company and its directors and executive officers, including Daniel J. Crowley, Chairman, President and Chief Executive Officer, Barbara Humpton, Colleen C. Repplier, Courtney Mather, Cynthia M. Egnotovich, Daniel P. Garton, Mark C. Cherry, Neal J. Keating, Partrick Allen, all of whom are members of the Company’s Board of Directors, as well as James McCabe, Senior Vice President and Chief Financial Officer, Jennifer Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary, Thomas Quigley, Vice President, Investor Relations, Mergers & Acquisitions & Treasurer, Kai Kasiguran, Vice President, Controller may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, can be found under the captions “Security Ownership of Principal Stockholders and Management,” “Board of Directors—Director Compensation,” and “Compensation Discussion and Analysis” contained in the Company’s proxy statement on Schedule 14A filed with the SEC on June 24, 2024. To the extent that the Company’s directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the applicable “as of” date disclosed in the 2024 Proxy Statement, such transactions have been or will be reflected on Statements of Change in Ownership on Form 4, Initial Statements of Beneficial ownership on Form 3, or amendments to beneficial ownership reports on Schedules 13D filed with the SEC: Form 4, filed by Kai W. Kasiguran, with the filings of the Company on September 3, 2024; Form 4, filed by Colleen C. Repplier, with the filings of the Company on August 12, 2024; Form 4, filed by Courtney Mather, with the filings of the Company on August 12, 2024; Form 4, filed by Neal J. Keating, with the filings of the Company on August 12, 2024; Form 4, filed by Daniel P. Garton, with the filings of the Company on August 12, 2024; Form 4, filed by Barbara Humpton, with the filings of the Company on August 12, 2024; Form 4, filed by Cynthia M. Egnotovich, with the filings of the Company on August 12, 2024; Form 4, filed by Patrick E. Allen, with the filings of the Company on August 12, 2024; Form 3, filed by Mark C. Cherry, with the filings of the Company on August 12, 2024 and Form 4, filed by Mark C. Cherry, with the filings of the Company on August 9, 2024.

Information regarding the identity of the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.triumphgroup.com/investor-relations.

1of $11.65 per share as of the close on October 9, 2024, the last full trading day prior to media reports regarding a possible sale transaction

SOURCE Triumph Group

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KKR receives all regulatory approvals for the voluntary public tender offer for all outstanding shares of OHB SE

KKR

27 August 2024 – Orchid Lux HoldCo S.à r.l. (“Bidder”), a holding company controlled by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), today announced the receipt of the last outstanding regulatory approval for the voluntary public tender offer for the shares (ISIN: DE0005936124) of OHB SE (“OHB”). Therefore, all closing conditions are fulfilled and settlement of the voluntary public tender offer will be effected within the next eight banking days, i.e. by 9 September 2024 the latest. In connection with the settlement, shareholders that have accepted the offer will receive the cash consideration of EUR 44.00 per tendered OHB share.

 

Based on the acceptance ratio of the tender offer plus further shares purchased on market and acquired through the capital increase completed on 22 December 2023, KKR has secured approximately 28.6 percent of all OHB shares. Following completion of the takeover offer as announced today, KKR and the Fuchs family will hold a combined stake of approx. 94.0 percent of all OHB shares.

Additional information is available at www.orchid-offer.com

###

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: Space systems, Aerospace and Digital. The company employs around 3,300 people and generated a total turnover of around EUR 1.2 billion in 2023.

KKR media contact

Thea Bichmann

Mobile: +49 (0) 172 13 99 761

Email: kkr_germany@fgsglobal.com

Fabian Prietzel

Mobil: +49 (0) 171 86 01 411

Email: kkr_germany@fgsglobal.com

 

OHB SE media contact

Knut Engelmann

Mobil: + 49 (0) 174 2342808

E-Mail: knut.engelmann@kekstcnc.com

Torben Gosau

Mobil: +49 (0) 160 96943517

E-Mail: torben.gosau@kekstcnc.com

 

Disclaimer and forward-looking statements

This press release 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 are set out solely in the offer document authorised for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of OHB shares are strongly advised to read the offer document and all other documents relating to the takeover offer, as they 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 is published amongst other information on the internet at www.orchid-offer.com.

The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer is not conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of OHB shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional OHB shares outside the takeover offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the offer price is increased in accordance with the WpÜG, to match any consideration paid outside of the takeover offer if higher than the offer price. If such acquisitions take place, information on such acquisitions, including the number of OHB shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The published takeover offer relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and OHB included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that OHB is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the takeover offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the takeover offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and OHB are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward- looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.

 

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EQT enters into exclusive negotiations with Eutelsat Group to acquire a majority stake in its Satellite Ground Station Infrastructure Business

eqt

The Ground Station Business consists of approximately 1,400 antennas across more than 100 locations globally, enabling satellite communications for Eutelsat Group, OneWeb, and other third-party customers 

The Ground Station Business operates within a predictable and stable part of the satellite value chain. It also benefits from serving both Geostationary Orbit and Low Earth Orbit satellites used for a diverse range of applications including connectivity and broadcasting 

EQT would support the continued development of the Ground Station Business in its journey to becoming a premier independent ground station operator globally, through investments in new and existing antenna infrastructure and M&A-driven growth

EQT is pleased to announce that the EQT Infrastructure VI fund (“EQT”) has entered into exclusive negotiations to acquire a majority stake in Eutelsat Group’s Ground Station Infrastructure Business (or “the Ground Station Business”). EQT would own 80% of the capital, while Eutelsat Group would remain committed as long-term shareholder, anchor tenant and partner of the new company with a 20% holding. The contemplated transaction values the new entity at an enterprise value of EUR 790 million.

The Ground Station Business is a global infrastructure platform with a large, existing footprint of satellite ground stations and significant investment potential. Satellite ground stations enable the transmission of data between the Earth and orbiting satellites. They play an increasingly important role in global telecommunications, helping to enable reliable and low-cost connectivity to billions of people around the world that are outside of coverage for fixed and mobile connectivity solutions.

The satellite industry is experiencing a dynamic period. The well-established Geostationary Earth Orbit satellite segment provides a strong foundation to support further investment in new growth areas. In particular, the development of satellite constellations in non-geostationary orbit and the emerging connectivity applications that they enable are expected to see substantial investment, brought on by significantly reduced launch costs. The continued deployment of satellites is expected to render strong demand for existing and new ground station infrastructure over the coming decade.

The transaction would carve out passive assets, including land, buildings, support infrastructure, antennas and connectivity circuits, to form a new company which would become a standalone legal entity and will be rebranded after closing of the transaction, with the headquarters to remain in France. The Ground Station Business benefits from a resilient financial profile and a robust position in the satellite value chain due to its high-quality global asset base. On completion of the transaction, Eutelsat would enter into a long-term framework master service agreement (MSA) with the Ground Station Business and become the anchor tenant.

EQT would support the Ground Station Business in its ambition to become the global independent leader in the ground station segment of the satellite industry. This would require continued investments in upgrading and building new sites, notably for Low Earth Orbit antennas, as well as pursuit of inorganic growth opportunities across the vast and fragmented global ground station market. It would be the latest transaction by EQT Infrastructure in France, which in the past 24 months has also acquired Trescal, a calibration services firm, and Ocea Group, a heat submetering infrastructure provider.

Carl Sjölund, Partner within the EQT Value-Add Infrastructure advisory team, said: “At EQT, we identified satellite ground stations as an attractive digital infrastructure vertical several years ago. They play an important role in ensuring global connectivity, especially for those not covered by fixed and mobile connectivity solutions, and require deep global expertise in developing and operating telecommunications infrastructure businesses. We are delighted to partner with Eutelsat Group to create a ground station leader and capture the growth opportunity fueled by technological innovation.”

Eva Berneke, Chief Executive Officer of Eutelsat Group, said, “We are proud to become the first satellite operator to embark on this innovative transaction which would allow us to build on the model adopted in other industries, and to optimise the value of our extensive ground network. In EQT we have found a partner of the highest quality, who shares our vision. This transaction would represent a win-win situation for all parties, and would enable Eutelsat to strengthen its financial profile, whilst continuing to rely on the unparalleled quality and reliability of its ground infrastructure. Moreover, we are confident that with the backing of EQT, the business would be in a position to fully embrace the opportunities opening up to it as the new global leader in this dynamic sector.”

The transaction is subject to customary regulatory conditions and approvals, as well as consultation with French security authorities and the appropriate employee representative bodies. It is expected to close in Q1 2026.

EQT was advised by Rothschild (M&A), BCG (Commercial, IT & Carve-out), A&O Shearman (M&A Counsel), Paul Weiss (Financing Counsel), KPMG (Financial & Tax), NovaSpace (Technical).

With this transaction, EQT Infrastructure VI is expected to be 45-50 percent invested (including closed and/or signed investments, announced public offers, if applicable, and less any expected syndication) based on target fund size.

Contact
EQT Press Office, press@eqtpartners.com

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of EQT Infrastructure VI will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the United States of America. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the United States absent registration or an exemption from registration.

About

About EQT
EQT is a purpose-driven global investment organization with EUR 246 billion in total assets under management (EUR 133 billion in fee-generating assets under management), within two business segments – Private Capital and Real Assets. EQT owns portfolio companies and assets in Europe, Asia-Pacific and the Americas and supports them in achieving sustainable growth, operational excellence and market leadership.

More info: www.eqtgroup.com
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Héroux-Devtek Enters into Definitive Agreement to be Acquired by Platinum Equity

Platinum

LONGUEUIL, QC, July 11, 2024 – Héroux-Devtek Inc. (TSX: HRX) (“Héroux-Devtek” or the “Corporation”), a leading international manufacturer of aerospace products and the world’s third-largest landing gear manufacturer, today announced that it has entered into an arrangement agreement with an affiliate (the “Purchaser”) of Platinum Equity Advisors, LLC (“Platinum Equity”), a U.S. based private equity firm, pursuant to which the Purchaser will acquire all the issued and outstanding common shares of the Corporation, other than the shares to be rolled over by members of senior management of the Corporation (the “Rollover Shareholders”), for $32.50 in cash per share, representing a total enterprise value of approximately $1.35 billion, subject to customary closing conditions (the “Transaction”).

The consideration offered to the Corporation’s shareholders under the Transaction represents a 28% premium to the closing share price on July 10, 2024 and a 47% premium to the 90-day volume weighted average trading price per share on the Toronto Stock Exchange for the period ending on July 10, 2024.

The arrangement agreement is the result of a review of strategic alternatives available to the Corporation that was led by a Special Committee comprised solely of independent directors of the Corporation.

“We believe the company’s engineering prowess and emphasis on R&D have contributed to its success as a service-oriented supplier that delivers for its customers. Platinum Equity values Héroux-Devtek’s commitment to customer service excellence and we are excited to partner with the company’s management team in the next phase of its growth journey.”

Louis Samson, Co-President, Platinum Equity

“After an extensive and robust strategic review process, we are pleased to have agreed on the terms of a transaction with Platinum Equity that has the full support of Héroux-Devtek’s Board of Directors,” said Louis Morin, Chairman of the Special Committee. “After careful deliberation, the Special Committee and the Board of Directors have unanimously concluded that the transaction is in the best interests of the Corporation and its stakeholders.”

“We have admired Héroux-Devtek’s growth for many years and have great respect for the business Gilles and his team have built,” said Louis Samson, Co-President of Platinum Equity. “We believe the company’s engineering prowess and emphasis on R&D have contributed to its success as a service-oriented supplier that delivers for its customers. Platinum Equity values Héroux-Devtek’s commitment to customer service excellence and we are excited to partner with the company’s management team in the next phase of its growth journey.”

“Héroux-Devtek has established an impressive and well-deserved reputation for delivering innovative, high-quality products for the international aerospace and defence market,” said Platinum Equity Managing Director Delara Zarrabi. “We believe the company has an opportunity to make an even larger impact on a global stage and we will deploy our financial and operational resources to help the company grow organically and through strategic acquisitions.”

Rollover Shareholders

As part of the Transaction, members of senior management of the Corporation, including Gilles Labbé, Executive Chairman of the Board, and Martin Brassard, President and Chief Executive Officer, will roll over a portion of their common shares of the Corporation in the Purchaser for an amount per share equal to the consideration received by the Corporation’s shareholders.

“We have come a long way since my business partner and I bought Héroux Inc. in 1985. Thanks to the hard work and dedication of our employees and the trust of our customers and business partners, we have grown into a leading international manufacturer of aerospace products and the world’s third-largest landing gear manufacturer. In the coming years, our Saint-Hubert R&D Centre will pursue its mission by developing innovative solutions and products aligned with our customers’ evolving needs,” said Gilles Labbé, Executive Chairman of the Board of the Corporation.

“I joined Héroux-Devtek 30 years ago and I have always been impressed with the breadth and depth of our people. We design and manufacture amazing products and I look forward to working with Louis, Delara and the Platinum Equity team to further the execution of our growth plan,” said Martin Brassard, President and Chief Executive Officer of the Corporation.

Héroux-Devtek to Remain a Québec-Based, International Leader

In connection with the proposed acquisition and pursuant to discussions with Caisse de dépôt et placement du Québec (“CDPQ”), Platinum Equity said Héroux-Devtek will maintain and invest in its headquarters and other operations in Québec, including its manufacturing operations. Additionally, the headquarters will continue to be responsible for the management functions of the business at an overall level consistent with current activities.

“Born and raised in Québec, I have great respect for the long tradition and proud history of the aerospace sector in the province and the contributions Héroux-Devtek has made to the industry,” said Samson, who grew up in Québec City before moving to New York 25 years ago. “We will maintain the company’s headquarters in Longueuil and continue investing in its R&D center in Saint-Hubert, which employs some of the best engineers in the industry.”

“We are excited and honoured to have the opportunity to support a Québec industry champion like Héroux-Devtek and to continue to grow its presence as a global leader,” added Samson.

“CDPQ has contributed to Héroux-Devtek’s expansion and development since 1987, enabling it to become a global champion in its industry today. Following nearly 40 years of support, it was imperative that the company continue to grow while remaining anchored in Québec. With Platinum Equity’s strong commitments to activities in Québec, CDPQ supports this transaction,” said Kim Thomassin, Executive Vice-President and Head of Québec at CDPQ. “We want to underscore the leadership and entrepreneurial vision of Gilles Labbé and his teams who have contributed to the success of this leading aeronautics company.”

Héroux-Devtek Board Recommendation

Héroux-Devtek’s Board of Directors, having received the unanimous recommendation of the Special Committee, has unanimously determined (with interested directors abstaining from voting) that the Transaction is in the best interests of Héroux-Devtek and is fair to its shareholders (other than the Rollover Shareholders), and unanimously recommends that Héroux-Devtek’s shareholders approve the Transaction.

Each of National Bank Financial Inc. and Scotiabank, as financial advisors to the Corporation and the Special Committee, and Desjardins Capital Markets, retained to provide independent financial advisory services to the Special Committee, has provided a fairness opinion to the Board of Directors and the Special Committee to the effect that, as at July 10, 2024, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by shareholders pursuant to the Transaction is fair, from a financial point of view, to the shareholders of Héroux-Devtek (other than the Rollover Shareholders).

Desjardins Capital Markets has also delivered to the Board of Directors and the Special Committee an independent formal valuation of the common shares completed under the supervision of the Special Committee, to the effect that, as at July 10, 2024 and based upon and subject to the assumptions, limitations and qualifications stated therein, the fair market value of the common shares is in the range of $28.50 to $33.00 per share.

Transaction Details

The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Québec) and is expected to close before the end of the Corporation’s current fiscal year ending March 31, 2025, subject to customary closing conditions, including the receipt of required shareholder approval, the approval of the Superior Court of Québec, and regulatory approvals and clearances in Canada, the United States, the United Kingdom and Spain. The Transaction is not subject to any financing condition.

Required shareholder approval for the Transaction will consist of (i) at least 66⅔% of the votes cast on the Transaction by holders of common shares at a special meeting of shareholders of the Corporation, and (ii) at least a majority of the votes cast on the Transaction by holders of common shares, excluding shares held by the Rollover Shareholders and any other shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, at such meeting.

Concurrently with the execution of the arrangement agreement, the Purchaser has entered into voting support agreements with CDPQ, members of senior management and directors, together holding shares representing approximately 25% of the issued and outstanding common shares of the Corporation, pursuant to which they have agreed to vote all shares held by them in favour of the Transaction, subject to customary exceptions.

The arrangement agreement contains non-solicitation covenants on the part of the Corporation, subject to the customary “fiduciary out” provisions. A termination fee of $40 million would be payable by the Corporation to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Corporation. The Corporation would also be entitled to a reverse termination fee of $63 million if the Transaction is not completed in certain circumstances.

Following completion of the Transaction, the Corporation will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the common shares will no longer be publicly traded on the Toronto Stock Exchange.

Additional information regarding the Transaction will be included in an information circular that the Corporation will prepare, file and mail to its shareholders in advance of the special meeting to be held to consider and approve the Transaction. Copies of the arrangement agreement and the information circular will be available under the Corporation’s profile on SEDAR+ on www.sedarplus.ca.

Advisors

National Bank Financial Inc. and Scotiabank are acting as financial advisors to the Corporation and to the Special Committee and Desjardins Capital Markets was retained to provide independent financial advisory services to the Special Committee. Fasken Martineau DuMoulin LLP and Hogan Lovells LLP are acting as legal advisors to the Corporation and to the Special Committee, and Stikeman Elliott LLP and Latham & Watkins LLP are acting as legal advisors to Platinum Equity. BMO Capital Markets is acting as financial advisor to Platinum Equity and as the lead arranger for the financing.

ABOUT HÉROUX-DEVTEK

Héroux-Devtek Inc. (TSX: HRX) is an international company specializing in the design, development, manufacture, repair and overhaul of aircraft landing gear, hydraulic and electromechanical actuators, custom ball screws and fracture-critical components for the Aerospace market. The Corporation is the third-largest landing gear company worldwide, supplying both the defence and commercial sectors. Approximately 94% of the Corporation’s sales are outside of Canada, including about 57% in the United States. The Corporation’s head office is located in Longueuil, Québec with facilities in Canada, the United States, the United Kingdom and Spain.

ABOUT PLATINUM EQUITY

Founded in 1995 by Tom Gores, Platinum Equity is a global investment firm with more than US$48 billion of assets under management and a portfolio of approximately 50 operating companies that serve customers around the world. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 28 years Platinum Equity has completed more than 450 acquisitions.

FORWARD-LOOKING STATEMENTS

Except for historical information provided herein, this press release contains information and statements of a forward-looking nature, including statements relating to the anticipated benefits of the Transaction for the Corporation and its stakeholders, regulatory, shareholder and Court approvals, the intent of members of senior management to rollover their shares in the Purchaser and the anticipated timing of completion of the Transaction. Forward-looking statements are based on assumptions and on management’s best possible evaluation of future events and are subject to risks, uncertainties and other important factors that could cause the Corporation’s actual performance to differ materially from expected results expressed in or implied by such statements. Such factors include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, shareholder and Court approvals and other conditions to the closing of the Transaction or for other reasons; the failure to complete the Transaction which could negatively impact the price of the shares or otherwise affect the business of the Corporation; the dedication of significant resources to pursuing the Transaction and the restrictions imposed on the Corporation while the Transaction is pending; the uncertainty surrounding the Transaction that could adversely affect the Corporation’s retention of customers and business partners; the occurrence of a material adverse effect leading to the termination of the arrangement agreement; customers, supply chain, the aerospace industry and the economy in general; the impact of other worldwide geopolitical and general economic conditions; industry conditions including changes in laws and regulations; increased competition; the lack of availability of qualified personnel or management; availability of commodities and fluctuations in commodity prices; financial and operational performance of suppliers and customers; foreign exchange or interest rate fluctuations; and the impact of accounting policies issued by international standard setters. For further details, please see the Risk Management section under Additional Information in the Corporation’s MD&A. Readers are cautioned that the foregoing list of factors is not exhaustive and undue reliance should not be placed on forward-looking statements. As a result, readers are advised that actual results may differ materially from expected results. Unless otherwise required by applicable securities laws, the Corporation expressly disclaims any intention, and assumes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

CONTACT INFORMATION

Héroux-Devtek Inc.

Stéphane Arsenault

Vice President and Chief Financial Officer

Tel.: 450-679-3330

IR@herouxdevtek.com

Media Relations

Hugo Delorme

Mercure Conseil

Tel.: 514-700-5550 ext. 555

hdelorme@mercureconseil.ca

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Cathay Capital supports the Caillau-AdiWatt Group in the acquisition of a majority stake in B&K Solar

Cathay Capital

March 11, 2024
Europe

Paris, March XX, 2024 – A portfolio company of Cathay Capital since 2018, Caillau is a world leader in the design, manufacture and marketing of fastening and sealing systems for automotive and aerospace manufacturers industries. Following the acquisition of AdiWatt in 2021, which is entirely dedicated to photovoltaic energy, the announcement of this majority stake acquisition in B&K Solar allows the Group to intensify its growth and diversification strategy in the solar sector in Europe with the financial and operational support of the Cathay Capital teams.

The Caillau Group is a world leader in the design, manufacture and marketing of fastening and sealing systems for automotive and aerospace manufacturers industries. With a workforce of around 600, state-of-the-art production facilities in Romorantin (France), and subsidiaries in China, the USA and Brazil, the century-old Caillau Group has been developing high-tech and mission critical products for decades. The long-standing confidence of European automakers and automotive suppliers, combined with market penetration with new players, particularly from Asia, have enabled the Caillau Group to record strong growth over the last 15 years, reaching sales of c. 150 million euros in 2023.

B&K was founded in 2012 and specializes in versatile solutions for a wide array of roofing applications. Built on a foundation of proactive customer service, B&K provides safe, light and adaptable mounting systems produced in Gütersloh, Germany and Pęgów, Poland. These two entities employed more than 20 employees in 2023. Post-operation, Solar business unit consolidated sales exceed 50 million euros in 2023.

Commenting on the new collaboration, co-founders Patrick Behnke and Martin Kisiel said: “We are thrilled with this partnership. It’s a significant milestone for us and we are confident that we have found the right industry ally, with a strong industrial know-how, significant R&D capabilities, commercial and industrial network. Their expertise and products portfolio complements our innovative spirit and together we will reach new markets and generate significant synergies for both entities”.

For Stéphane Drivon, Chairman of the Group, “the acquisition of AdiWatt in 2021 marked an important step in Caillau’s growth and diversification strategy, as we gained a foothold in a forward-looking industry that leverages the Group’s industrial, technological and product know-how. While we are determined to remain a major player in the field of mobility, through our Automotive and Aerospace Business Units, this acquisition enabled the Group to create a complementary “Solar” Business Unit. Our ambition is to play a key role in the consolidation of European market in the field of high value-added fastening systems”.

We are proud to have supported the Caillau-AdiWatt Group and its management team since our investment in 2018. This century-old company has experienced remarkable internationalization and a strong growth dynamic in recent years, marked in particular by sustained development in Asia and a positioning on the photovoltaic market. This diversification dynamic, which began with the acquisition of AdiWatt in 2021, continues today with the majority stake acquisition in B&K Solar, opening up significant development prospects for Caillau in Europe, at a time when the decarbonization of energy production is at the heart of concerns,” said Jeremie Falzone at Cathay Capital.

About Caillau-AdiWatt

The Caillau Group is a world leader in the design, manufacture and marketing of fastening and sealing systems for automotive and aerospace manufacturers industries. With a workforce of around 600, state-of-the-art production facilities in Romorantin (France), and subsidiaries in China, the USA and Brazil, the century-old Caillau Group has been developing high-tech and mission critical products for decades.
For more information visit: www.caillau.com/

About B&K Solar

B&K was founded in 2012 and specializes in versatile solutions for a wide array of roofing applications. Built on a foundation of proactive customer service, B&K provides safe, light and adaptable mounting systems produced in Gütersloh, Germany and Pęgów, Poland.
For more information visit: www.bksolarezukunft.de/

About Cathay Capital

Cathay Capital Group is a global investment firm supporting companies at all stages throughout North America, Asia, Europe and Africa. By helping navigate the opportunities of globalization and sustainable transformation, Cathay is the partner of choice for companies aspiring to lead markets and make a positive impact. Its global platform connects people – from investors and entrepreneurs to management teams and leading corporations – across continents to share knowledge, the tools to scale, and achieve the extraordinary. Founded in 2007 with a strong entrepreneurial heritage, Cathay Capital now manages over $5B in assets, has completed over 260 buyouts, growth and venture capital investments with the global reach and local expertise from offices in Paris, Munich, Berlin, New York, San Francico, Shanghai, Beijing, Shenzhen and Singapore. For more information, please visit www.cathaycapital.com and follow us on LinkedIn, Twitter @CathayCapital

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KKR Announces Initial Result Of The Voluntary Public Takeover Offer For OHB SE – Additional Acceptance Period To Run Until 3 November

KKR

20 October 2023 – Orchid Lux HoldCo S.à r.l. (“Bidder”), a holding company controlled by investment funds, vehicles and/or accounts advised and managed by various subsidiaries of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), today announced the result of the voluntary public takeover offer for the shares (ISIN: DE0005936124) of OHB SE (“OHB”) at the end of the acceptance period.

At the expiry of the period at midnight (CEST) on 17 October 2023, the takeover offer had been accepted by shareholders representing 2,531,393 OHB shares. Including the shares purchased by KKR on market, this corresponds to approximately 15.4 percent of all OHB shares and approximately 55.6 percent of all OHB shares not held by the Fuchs family or OHB as treasury shares.

OHB shareholders continue to have the opportunity to accept the offer within the additional acceptance period, which will start on 21 October and expire at midnight (CET) on 3 November 2023.

The voluntary public takeover offer remains subject to the completion of the regulatory conditions outlined in sections 12.1.2 (i) to (x) and 12.1.3 of the offer document.

The offer document and additional information are available at www.orchid-offer.com.

            ###

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.


About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: Space systems, Aerospace and Digital. The company employs around 3,000 people and generates a total turnover of around EUR 1 billion.


KKR media contact

Thea Bichmann
Mobile: +49 (0) 172 13 99 761

Email: thea.bichmann@fgsglobal.com

Fabian Prietzel
Mobile: +49 (0) 171 86 01 411
Email: fabian.prietzel@fgsglobal.com

OHB SE media contact

Knut Engelmann
Mobil: + 49 (0) 174 2342808
E-Mail: knut.engelmann@kekstcnc.com

Torben Gosau
Mobil: +49 (0) 160 96943517
E-Mail: torben.gosau@kekstcnc.com

Disclaimer and forward-looking statements

This press release 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 are set out solely in the offer document authorised for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of OHB shares are strongly advised to read the offer document and all other documents relating to the takeover offer, as they 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 is published amongst other information on the internet at www.orchid-offer.com.

The takeover offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The takeover offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for the takeover offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of OHB shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This announcement may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional OHB shares outside the takeover offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the offer price is increased in accordance with the WpÜG, to match any consideration paid outside of the takeover offer if higher than the offer price. If such acquisitions take place, information on such acquisitions, including the number of OHB shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The takeover offer relates to shares in a German company admitted to trading on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and OHB included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that OHB is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the takeover offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the takeover offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and OHB are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend”, “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting in concert with it. Such forward- looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting in concert with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting in concert with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting in concert with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.

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CIRCOR International Announces Completion Of Acquisition By KKR And Welcomes Dan Daniel As Board Chair

KKR

NEW YORK & BURLINGTON, Mass.–(BUSINESS WIRE)–CIRCOR International, Inc. (“CIRCOR” or the “Company”), one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets, today announced the successful completion of its acquisition by investment affiliates of KKR for $56.00 per share. As a result of the completion of the transaction, CIRCOR common stock has ceased trading and will no longer be listed on the New York Stock Exchange.

“Today marks an exciting new chapter for CIRCOR,” said Tony Najjar, President and Chief Executive Officer of CIRCOR. “KKR’s exceptional track record in the flow control space and commitment to invest in employees makes them a perfect strategic partner for our future. We look forward to working with KKR as we continue to grow, innovate, and improve CIRCOR for the benefit of our customers.”

In conjunction with the transaction close, Dan Daniel will assume the role of Chair of CIRCOR. “I am honored to be joining the Board of CIRCOR as Chair and admire the Company for its leadership in the flow control space,” said Mr. Daniel. “I look forward to working with CIRCOR’s talented team to take the business to new heights as a private company.”

Mr. Daniel has three decades of experience leading U.S. industrial companies. Prior to becoming a KKR Executive Advisor, he served as Executive Vice President at Danaher for numerous years, where he oversaw the Industrial Technologies, Life Sciences, Diagnostics and Dental segments. He also currently serves as Chair of Bettcher Industries and Therapy Brands.

KKR will also support CIRCOR in implementing a broad-based employee ownership program to allow all of its employees to have the opportunity to participate in the benefits of ownership of the Company. This strategy is based on the belief that employee engagement and a strong ownership culture are key drivers in building stronger companies. Since 2011, KKR portfolio companies have awarded billions of dollars of total equity value to over 60,000 non-senior management employees across more than 35 portfolio companies.

The parties have selected Equiniti Trust Company, LLC as the paying agent for the merger consideration.

About CIRCOR International, Inc.

CIRCOR International, Inc. is one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets. The Company has a product portfolio of market-leading brands serving its customers’ most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 100 countries. The Company has a global presence with approximately 3,100 employees and is headquartered in Burlington, Massachusetts. For more information, visit the Company’s website at http://circor.com.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Contacts

Media:

For CIRCOR:
Scott Solomon
Sharon Merrill Associates, Inc.
(857) 383-2409
CIR@investorrelations.com

For KKR:
Julia Kosygina
(212) 750-8300
media@kkr.com

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RFA secures €30m investment from KKR

KKR

KKR will become a leading investor in RFA alongside the existing strategic investor OHB

ž  New convertible debt investment comes after RFA’s successful completion of its upper stage hot fire test in May 2023, which was the first of its kind in Europe

ž  With the capital from KKR, RFA will bring its RFA ONE micro launcher to the launchpad at SaxaVord Spaceport in Scotland

ž  RFA offers cost-effective and flexible launch services to space as global demand for access to space rises

 

 

Augsburg, Germany –  August 7th 2023. Launch service provider Rocket Factory Augsburg AG (RFA) today announced that it has raised a €30 million investment from KKR, a leading global investment firm. The fresh funding is a vote of confidence for RFA as global demand for access to space continues to grow. The investment will facilitate RFA’s upcoming integrated first stage test and complete the company’s launch pad at SaxaVord Spaceport in Scotland, to eventually bring the RFA ONE microlauncher to the launchpad. The first flight is scheduled for Q2 2024. With its €30 million convertible bond investment, KKR will become a leading investor in RFA alongside the existing strategic investor OHB.

 

Stefan Tweraser, CEO at RFA: “We aim to provide cost-effective access to space and data-generating business models in space for monitoring, connecting, and protecting our planet. This new financing reflects confidence in RFA and validates our cost-efficient approach and technical achievements. Partnering with KKR as a long-term investor makes us proud – their financial resources, global network and industrial expertise will accelerate our mission, and support RFA towards our first launch next year and beyond.”

 

As global demand for cost-effective and flexible launch services to access space rises, RFA’s launch service offering is ideally positioned to benefit from this market opportunity. KKR’s investment follows the company’s successful completion of its upper stage hot fire test in May 2023, the first of its kind in Europe. This underlines investors’ trust in the business model of RFA, which prioritizes speedy and sustainable growth and maintains strong investment value for existing and new investors, and extends RFA’s technology and cost leadership.

 

Christian Ollig, Partner and Head of the DACH region at KKR: “KKR is excited to support RFA in its efforts to revolutionize access to space, which is crucial for emerging technologies that will shape our future. The team’s exceptional track record of achieving technical milestones and their unwavering focus on cost leadership are precisely the right strategy for future success in the global marketplace. We look forward to supporting RFA on its growth path.”

 

KKR’s investment comes from a holding company owned by its newest European private equity fund, KKR European Fund VI.

 

–ENDS–

 

About Rocket Factory

Rocket Factory Augsburg was founded in 2018 with the vision to enable data generating business models in space to better monitor, protect and connect our planet Earth. The company’s goal is to offer launch services of up to 1.300kg into low Earth orbits and beyond on a weekly basis at highly competitive prices. RFA wants to democratize access to space and reduce the launch costs in the space industry. The RFA ONE launch service combines three key competitive advantages: A customer-focused service with precise in-orbit delivery and a high degree of mission flexibility through its Redshift OTV; at a highly competitive price; made possible by superior staged combustion technology, low-cost stainless-steel structures and usage of industrial components. In June 2023, RFA became the first company in Europe to hot fire a complete staged combustion engine upper stage over its entire flight duration. Including this milestone, RFA has invested a total of less than €50m.

For more information, please visit: www.rfa.space

 

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

 

+++

Media Contact:

Jonas Kellner                                                                         

Phone: +49 821 999576-21                                               

Email: jonas.kellner@rfa.space                                       

 

Rocket Factory Augsburg AG

Berliner Allee 65

86153 Augsburg

Germany

 

Chairman of the Supervisory Board: Jean-Jacques Dordain

Board of Directors: Stefan Tweraser, Stefan Brieschenk, Jörn Spurmann

Seat of the company: Augsburg

Registry Court: AG Augsburg, HRB 34251

USt-ID/Tax-ID: DE319402838

 

Media Relations KKR:

 

Thea Bichmann

Tel.: + 49 (0)172 13 99 761

E-Mail: kkr@fgsglobal.com

 

Emily Lagemann

Tel.: + 49 (0)160 992 713 35

E-Mail: kkr@fgsglobal.com

 

 

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OHB strengthens capital base to implement corporate strategy, Fuchs family remains long term majority shareholder

KKR
  • OHB enters into agreement with KKR as minority investor
  • The Fuchs family will retain permanent control of the company
  • OHB’s growth strategy to be supported by way of a separate 10% capital increase
  • OHB’s portfolio company Rocket Factory Augsburg AG will receive separately EUR 30 million to secure the path to the successful first flight of Microlauncher RFA One
  • KKR plans voluntary public takeover offer for all outstanding shares of OHB at a price of EUR 44.00, the Fuchs family will not sell any shares
  • Company subsequently seeks delisting from the stock exchange

Bremen, 7th August, 2023. OHB SE (“OHB”), the German space and technology company, is strengthening its capital base to implement its growth strategy and, with KKR as a minority investor, to ideally position itself for the growing demand for privately financed, cost-efficient and flexible space travel solutions. The Fuchs family will retain permanent control of the business as majority shareholders. OHB will continue to be led by Marco Fuchs as CEO and the existing management team.

OHB is pursuing the goal of becoming the leading provider of space solutions for institutional and commercial clients in Europe. To this end, OHB has today signed, amongst others, an investment agreement with KKR and the Fuchs Family Foundation as the majority shareholder of OHB, as well as with investment vehicles controlled by the Fuchs family. The agreements include a voluntary public takeover offer for all outstanding shares of OHB at a price of EUR 44.00 per share and a separate agreement on a capital increase of 10%.

Marco Fuchs, CEO of OHB: “Strengthening OHB as an independent, European company and partner for governments and institutions strengthens European security and sovereignty in space. In addition, we can expand our leading technological positions in our core competencies as an infrastructure partner and in the service sector, while also opening up new perspectives for customers and partners. We are delighted that with KKR as a minority investor, we have found the ideal partner to support our long-term growth and vision.”

Investing in long-term growth and the OHB corporate strategy

OHB, which will continue to operate as an independent German family business, will use the capital in line with the long-term corporate strategy “OHB 2025 – Shaping the future” to invest in key growth areas and strengthen competitiveness in the three divisions: Space Systems, Aerospace and Digital. Separately, KKR will, through convertible instruments, invest EUR 30 million in the further development of Rocket Factory Augsburg AG to ensure private sector development of the Microlauncher RFA One through to a successful first flight, thus improving Europe’s independent access to space.

Offer to shareholders and planned capital increase

The voluntary public takeover offer by KKR is expressly welcomed by the Management Board and Supervisory Board of OHB, subject to the customary review. OHB will subsequently seek delisting from the stock exchange so that it can more easily implement its long-term strategy as a privately held company.

The Offer Price will be EUR 44.00 in cash per share. Accordingly, OHB shareholders will receive a premium of 36.6% to the Xetra closing price on 4 August 2023 and 39.1% to the volume-weighted Xetra average price of OHB shares over the past three months respectively. The Offer provides existing shareholders with immediate liquidity and the opportunity to realise the long-term value potential in advance. The Offer will be subject to various customary conditions such as merger control and other regulatory clearances and will not be subject to a minimum acceptance level. KKR has committed to OHB not to conclude a domination and/or profit and loss transfer agreement. The transaction has been initiated by the Fuchs family.

KKR has separately committed to OHB to subscribe to a capital increase of the company at the Offer Price. The share capital of the Company is to be increased by 10% against cash contributions using the authorised capital and excluding the shareholders’ statutory subscription rights.

Christian Ollig, Partner and Head of the DACH region at KKR, said: “The global market for space solutions will continue to grow. We see great potential in Europe and are convinced that with additional investments in Research and Development OHB is ideally positioned to achieve long-term sustainable growth. KKR’s capital will support OHB’s future development. At the same time, the offer provides existing shareholders with the opportunity for immediate value realisation at an attractive premium. KKR is delighted to have the opportunity to support the Fuchs family.”

KKR’s investment comes from a holding company owned by its newest European private equity fund, KKR European Fund VI.

Continuity in ownership structure

The Fuchs family will not sell any of the shares bound in the Fuchs Family Pool as part of the public takeover offer and will thereby retain control of OHB. The company will thus permanently preserve its DNA as an independent German family business.

Further information in relation to the voluntary public takeover offer: www.orchid-offer.com.

Contact:

Investor Relations
Martina Lilienthal
Tel.: +49 421 2020 7200
E-Mail: martina.lilienthal@ohb.de

Media Relations
Kekst CNC

Knut Engelmann
Tel.: + 49 (0)174 2342808
E-Mail: knut.engelmann@kekstcnc.com

Torben Gosau
Tel.: +49 (0)160 96943517
E-Mail: torben.gosau@kekstcnc.com

About OHB SE

OHB is a German space and technology group and one of the leading independent forces in the European space industry. With many years of experience in the realisation of demanding projects, OHB is excellently positioned in international competition and offers its customers a broad portfolio of innovative products in the three divisions: Space systems, Aerospace and Digital. The company employs around 3,000 people and generates a total turnover of around EUR 1 billion.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Important Notice

This release may not be published, distributed or transmitted in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, “United States“), Canada, Australia, Japan or any other jurisdiction in which the publication, distribution or release would be unlawful.

Distribution of this release may be restricted by applicable law in some jurisdictions and it is important that anyone in possession of this document or the information incorporated in it should inform themselves of and comply with them. Failure to comply with such provisions may constitute a violation of the laws of such countries.

This release constitutes neither an offer nor a solicitation of an offer to purchase securities of OHB or any of its subsidiaries in the United States, Germany or any other country. Neither this publication nor its contents may constitute an offer in any country to be taken as a basis. The securities described above have not been and will not be registered under the Securities Act, as amended (the “Securities Act”) and may not be sold or offered in the United States pending registration or an exemption from the registration requirement under the Securities Act is in place.

In the United Kingdom this release is only directed at persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“Order“), or (ii) high net worth corporations and other persons falling within Article 49(2)(a)-(d) of the Regulations who may be lawfully approached (these persons collectively being referred to as “Qualified Persons”). This release is directed only at Qualified Persons and must not be acted on or relied on by persons who are not Qualified Persons. Any investment or investment activity in securities of the Company is available only to Relevant Persons and will be engaged in only with Qualified Persons.

In the member states of the European Economic Area, this release is only addressed to and directed at persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (Prospectus Regulation).

No action has been taken to permit the securities to be offered, purchased or this publication distributed in any country where it is not permitted. Anyone into whose possession this publication comes should inform themselves about and observe any restrictions.

This release may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of OHB (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, ”estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of OHB and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. OHB will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. OHB does not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.

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