HENSOLDT acquires ESG Elektroniksystem- und Logistik GmbH

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL

Publication of inside information pursuant to Article 17 (1) of Regulation (EU) No. 596/2014 on Market Abuse (Market Abuse Regulation – MAR)

***ACQUISITION***

HENSOLDT acquires ESG Elektroniksystem- und Logistik GmbH

Taufkirchen, 5 December 2023 – Today, HENSOLDT AG ("HENSOLDT“) has signed a definitive agreement to acquire ESG Elektroniksystem- und Logistik GmbH ("ESG"). ESG is a manufacturer-independent systems integrator and technology and innovation partner for defence and security, with an estimated revenue of EUR 330 million in 2023. The Management Board and Supervisory Board of HENSOLDT approved the acquisition and its financing unanimously.

HENSOLDT is acquiring 100% of ESG for an enterprise value (EV) of EUR 675 million plus an earn-out of up to EUR 55 million. HENSOLDT expects to generate EUR 19 million run rate annual cost synergies in addition to revenue synergies from cross-selling and combined positioning for future pipeline opportunities. The acquisition value including the earn-out implies an EV/EBITDA 2024E of ~10x post run-rate cost synergies and ~14x excluding run-rate cost synergies. 

HENSOLDT intends to finance the acquisition through a potential capital increase from authorized capital of up to 10% of the current share capital and new debt in the aggregated amount of EUR 450 million. The Federal Republic of Germany, indirectly acting through Kreditanstalt für Wiederaufbau (KfW), holding 25.1% of the shares in HENSOLDT, intends to participate in the potential capital increase pro-rate to its shareholding quota.

The acquisition is expected to be completed by the end of H1 2024, subject to certain conditions, including obtaining necessary regulatory approvals.

*******

Important notice

The distribution of this announcement and the offering of the shares of HENSOLDT in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Securities will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in Germany, the United States of America or in any other jurisdiction.

Each of the joint bookrunners is acting exclusively for HENSOLDT and no-one else in connection with the private placement of the new shares. They will not regard any other person as their respective clients in relation to the private placement of the new shares and will not be responsible to anyone other than HENSOLDT for providing the protections afforded to their respective clients, nor for providing advice in relation to the private placement of the new shares, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the private placement of the new shares, the joint bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase new shares of HENSOLDT and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such new shares and other securities of the Issuer or related investments in connection with the private placement of the new shares or otherwise. The joint bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the joint bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to HENSOLDT, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In the United Kingdom, this announcement is only directed at persons (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), (ii) are falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area and the United Kingdom the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

This announcement does not constitute a recommendation concerning the placement of the new shares. Investors should consult a professional advisor as to the suitability of such placement for the person concerned.

To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of HENSOLDT (“forward-looking statements”), they are based upon current views and assumptions of the HENSOLDT management, which were made to its best knowledge. Forward-looking statements reflect various expectations and assumptions of the management of HENSOLDT which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of HENSOLDT or the success of the industries in which HENSOLDT operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. HENSOLDT does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.

Information to Distributors

Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.