Hensoldt AG (XTRA:5UH) signed a definitive agreement to acquire ESG Elektroniksystem- und Logistik-GmbH from an investment vehicle managed by Armira Beteiligungen GmbH & Co. KG for an enterprise value of ?675 million on December 5, 2023. HENSOLDT is acquiring 100% of ESG for an enterprise value of ?675 million plus an earn-out of up to ?55 million based on specific performance targets to December 31, 2024. HENSOLDT intends to finance the acquisition through a capital increase from authorized capital of up to 10% of the current share capital and new debt in the amount of approximately ?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 rata to its shareholding quota. The transaction has full support of HENSOLDTs two key shareholders the Federal Republic of Germany and Leonardo S.p.A. The acquisition is expected to be completed in H1 2024, subject to certain conditions, including obtaining necessary regulatory approvals. As of February 8, 2024, the Bundeskartellamt, a German Regulator has approved the takeover by Hensoldt. Management Board and Supervisory Board of HENSOLDT have unanimously approved the acquisition.

HENSOLDT is advised by Deutsche Bank AG as financial advisor and Gleiss Lutz and Hengeler Mueller as legal advisor. Thomas Ingenhoven, Thomas Kleinheisterkamp, Thomas Möller and Tristram Gargent of Milbank LLP acted as legal advisor to Hensoldt and advised on the financing of the acquisition of ESG. Ernst & Young Gmbh WirtschaftsprÜFungsgesellschaft acted as financial advisor and due diligence provider to Armira Partners GmbH & Co KG. Ralf Morshäuser, Patrick Mossler, Vanessa Rendtorff, Stefan Mayer, Marcus Reischl, Andreas Neun, Jacob von Andreae, Eva Koch, Matthias Werner, Steffen Krieger and Manuel Klar of Gleiss Lutz acted as legal advisor to Hensoldt AG.

Hensoldt AG (XTRA:5UH) completed the acquisition of ESG Elektroniksystem- und Logistik-GmbH from an investment vehicle managed by Armira Beteiligungen GmbH & Co. KG on April 3, 2024.