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angle-left 02/26/2018 - CB Pricing

ams announces successful placement of EUR 600 million 7-year zero-coupon convertible bonds

2018/02/26

German version

Premstaetten, Austria (26 February 2018) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the successful placement of senior unsecured zero-coupon convertible bonds due 2025 in an aggregate nominal amount of EUR 600 million (the "Bonds") and a denomination of EUR 200,000 each. The Bonds are initially convertible into 4.41 million new ordinary no par value bearer shares from the Company’s conditional capital, representing approximately 5.2% of the current outstanding share capital of ams. Subscription rights of existing shareholders of ams to subscribe to the Bonds have been excluded. The Bonds will not bear interest.

Following today's bookbuilding process, the Bonds have been issued at 102.0% of their principal amount and the initial conversion premium was fixed at 45% above the reference share price of CHF 108.25 translated into EUR at the prevailing exchange rate, corresponding to an initial conversion price of EUR 136.04. The Bonds will have a maturity of 7 years and will be redeemed at 100% of their principal amount. If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 5 March, 2025.

Settlement is expected on or around 5 March, 2018.

The net proceeds from the issuance of the Bonds will be used for general corporate purposes, including financing of M&A transactions.

ams intends to apply for the Bonds to be admitted to trading on the Open Market segment of the Frankfurt Stock Exchange within 30 days after the settlement date.

The Bonds were offered only to institutional investors outside the U.S. in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside, Canada, Australia, Japan, South Africa or any other jurisdiction in which offers or sales of the securities would be prohibited by applicable law.

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This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding future results of operations and financial position, the business strategy, and plans and objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. ams AG has based these forward-looking statements largely on current expectations and projections about future events and financial trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances described may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. All forward-looking statements are based only on data available to ams AG at the time of the issue of this press release. ams AG does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES. IN PARTICULAR, THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND MUST NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF SECURITIES OF AMS AG OR ANY OF ITS SUBSIDIARIES FOR SALE IN THE UNITED STATES, OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OF AMS AG OR ITS SUBSIDIARIES IN THE UNITED STATES. IN ADDITION, THE SECURITIES OF AMS AG AND ITS SUBSIDIARIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.