At OHB, a Proxy Fight Clouds the Path to a €1.2 Billion War Chest

The next few days promise little respite for OHB SE. The German space and defence group saw its stock shed 5.25% in a single session on Friday, closing at €442.50, as investors priced in a series of high-stakes events. Chief among them: a virtual annual general meeting on June 8 that has already drawn a formal objection from a prominent shareholder watchdog.

The Deutsche Schutzvereinigung für Wertpapierbesitz (DSW), Germany’s leading retail investor protection association, is recommending a “no” vote on two agenda items, points 3 and 7. The DSW criticises the board’s proposed remuneration framework for lacking clearly defined maximum amounts. Far more consequential, however, is agenda item 9: management seeks authorisation to issue convertible bonds and warrant-linked bonds with a total nominal value of up to €1.2 billion. To back this, the company would create conditional capital equal to 20% of its existing share capital.

The DSW’s pushback underscores broader tension around the group’s capital structure. OHB’s free float hovers at roughly 6%, a tiny figure that has long amplified share price swings. The primary cause of the recent volatility, though, is a stalled equity placement by KKR. The US private equity firm holds nearly a third of OHB and had planned to sell about one-fifth of its holding, a move that would have boosted the free float to around 26%. The placement, valued at well over €1 billion, is meant to fund expansion — but it was abruptly halted on May 27, triggering a one-day plunge of almost 16% in the stock.

None of this obscures the fact that OHB’s core business is firing on all cylinders. The order backlog hit a record €3.354 billion at the end of the first quarter, while total revenue rose 15% to €279.3 million. Net profit more than tripled to €9.9 million. Medium-term targets remain ambitious: the group expects total output of €1.4 billion in 2026, climbing to €1.7 billion in 2027 and more than €2 billion by 2028.

Should investors sell immediately? Or is it worth buying OHB SE?

Yet the profit and loss account alone cannot lift the stock from its current rut. The company is also pressing ahead with strategic moves that carry both promise and risk. A newly formed joint venture, KIRK, pools OHB’s capabilities with Norway’s Kongsberg Defence & Aerospace and the AI specialist Helsing to develop military space infrastructure. The timing aligns with European Union plans to invest roughly €131 billion in defence, resilience and space between 2028 and 2034 — a potential windfall for the venture.

On the civil side, Rocket Factory Augsburg (RFA), a subsidiary consolidated at equity, has applied for a launch window beginning July 1. The RFA ONE rocket is slated to carry seven satellites into orbit. Early-stage launches are notoriously perilous, with success rates below 30%. RFA does not appear in OHB’s medium-term guidance, but a successful test would nonetheless strengthen the broader group’s technological credibility.

Analysts also have one eye on the transatlantic market. The widely anticipated initial public offering of SpaceX, expected in June, is being viewed as a valuation benchmark for the entire space sector. If the US company commands high multiples, it could spill over to European players like OHB — but only if the liquidity bottleneck is addressed.

OHB SE at a turning point? This analysis reveals what investors need to know now.

That, ultimately, is what the AGM will decide. Shareholders must approve the capital authorisation that would enable KKR and the founding Fuchs family to execute the placement. The meeting on June 8 is the first real forum for management to defend the plan. Directly after, from June 10 to 14, OHB will showcase new mission contracts at the ILA Berlin air show — including a reference to the ESA Ramses mission, where OHB Italia acts as prime contractor for €81.2 million.

The following weeks bring two more landmarks: the RFA launch window opens on July 1, and first-half results are due on August 6. Each event carries the potential to reset the share price trajectory. Whether the direction is up or down depends on how convincingly management can navigate the proxy fight, unlock the placement, and prove that the operational strength can finally translate into a more liquid, less volatile stock.

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