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angle-left Start of offer period for Osram

ams announces start of acceptance period of takeover offer for OSRAM Licht AG

2019/09/03

German version

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

ams announces start of acceptance period of takeover offer for OSRAM Licht AG

  • Offer document published following approval by BaFin

  • Acceptance period runs four weeks from 3 September until 1 October 2019

  • Attractive offer price of EUR 38.50 in cash provides unique opportunity to secure high premium to recent OSRAM trading levels

  • ams offers a premium to OSRAM shareholders of additional EUR 3.50 per share compared to lower offer by Bain Capital and The Carlyle Group

  • OSRAM shareholders who already have tendered into the lower offer from Bain Capital and The Carlyle Group can secure premium offered by ams by withdrawing and retendering their shares into the ams offer

  • Offer will become unconditional when the minimum acceptance threshold of 70 percent of all OSRAM shares is met

Premstaetten, Austria (3 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, today has published the offer document and announces the start of the acceptance period of its offer (the “Offer”) for all outstanding shares of OSRAM Licht AG ("OSRAM") through its wholly-owned subsidiary Opal BidCo GmbH. The offer document was today approved by the German Federal Financial Supervisory Authority BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht).

OSRAM shareholders are from today able to tender their shares into the Offer at EUR 38.50 until the acceptance period of the Offer expires on 1 October 2019 at midnight (CEST). The Offer represents a premium of 40.6% over the volume-weighted average stock exchange price in the last month until 2 July 2019, i.e. the date prior to that when OSRAM published an ad-hoc announcement confirming the binding offer it has received from Bain Capital and The Carlyle Group, and a 10% premium to the offer from Bain Capital and The Carlyle Group at EUR 35.00 per share. The Offer – if successfully implemented and accepted by OSRAM shareholders – will allow all OSRAM shareholders to realise a premium value to the offer made by Bain Capital and The Carlyle Group, independent of OSRAM's future performance as a stand-alone publicly traded company. In case the 70% acceptance threshold is not reached and the Offer fails, ams believes that the stock exchange price for OSRAM shares could show a significant decline.

Shareholders, who already have decided to tender into the lower offer from Bain Capital and The Carlyle Group, can secure the premium of EUR 3.50 per share offered by ams by withdrawing and retendering their OSRAM shares into the Offer. Shareholders should inquire with their custodian banks for any steps required to withdraw and retender their shares and any relevant deadlines that may require action during the offer period.

OSRAM shareholders can only benefit from the EUR 3.50 per share premium offered by ams if the Offer is successful. In order to tender their shares, OSRAM shareholders must issue a written or electronic declaration to their respective custodian bank. Further information on this and other details of the Offer can be found in the offer document. Settlement of the Offer will be subject to a minimum acceptance threshold of 70% of all OSRAM shares and further customary conditions, including merger control and a foreign investment control approval.

ams and OSRAM have entered into a cooperation agreement on 21 August 2019, including agreeing on a comprehensive set of covenants aimed at protecting the employees and production facilities of OSRAM in Germany. The management of ams is convinced that creating a global leader in sensor solutions and photonics delivers tangible benefits for employees and customers alike. In addition, both management teams share the conviction that close co-operation among stakeholders is critically important in combining the two companies and delivering sustained success. The management team of ams is confident that combining the two companies on this basis will create significant value for all stakeholders of ams and OSRAM.

"Our Offer and the combination of OSRAM and ams represents a better option to all stakeholders than the private equity proposal,” says Alexander Everke, CEO of ams‎. "We intend to leverage OSRAM’s strong position in optical semiconductors and automotive and create a global leader in sensor solutions and photonics. We are prepared for the integration of both companies, drawing on our in-depth understanding of the industry, due diligence and successful M&A track record. Our strategic vision is to create a technology leader enabling profitable growth in the long-term interest of our combined employee, customer and shareholder base. Compared to private equity ownership, we offer a superior way forward due to our higher growth potential, significant cash flows and lower cost of capital, translating into an expected faster deleveraging and more available investment for the combined business."

Further information about the offer document – website FAQ and hotline for retail shareholders

A FAQ section for shareholders will be available online at http://www.ams-osram.com.

A takeover offer hotline for retail shareholders is available between 9 a.m. and 6 p.m. (CEST) from Monday to Friday as of today under the phone number +49 69 9517 9985.

The German version of the offer document (together with a non-binding English translation which has not been reviewed by BaFin) is now available online at http://www.ams-osram.com as well as for distribution free of charge in the Federal Republic of Germany at HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, 40212 Düsseldorf, Germany, fax: +49 211 91091870,
email: angebotsunterlage-ams-osram@hsbc.de

 

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Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM (“OSRAM Shares”). The terms and further provisions regarding the Offer by Opal BidCo GmbH, a wholly-owned subsidiary of ams, to the shareholders of OSRAM are set forth in the offer document. Holders of OSRAM Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters included therein. Moreover, this announcement is neither an offer to sell nor a solicitation of an offer to purchase shares in ams.

The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer is made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the “Exchange Act”) and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Opal BidCo GmbH or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Offer, before, during or after the period in which the Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions.

The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of shares in the United States.

This announcement may contain statements about ams and/or its subsidiaries (together the “ams Group”) or OSRAM and/or its subsidiaries (together the “OSRAM Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. ams cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which ams Group and OSRAM Group operate and the outcome or impact of the acquisition and related matters on ams Group and/or OSRAM Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, ams does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

ams is a registered trademark of ams AG. In addition many of our products and services are registered or filed trademarks of ams Group. All other company or product names mentioned herein may be trademarks or registered trademarks of their respective owners. Information provided in this press release is accurate at time of publication and is subject to change without advance notice.