successful completion capital increase

ams announces successful completion of its ordinary share capital increase in connection with the proposed acquisition of OSRAM

2020/04/03

German version

Premstaetten, Austria (3 April 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the successful completion of the ordinary share capital increase raising gross proceeds of CHF 1.75 billion (approx. EUR 1.65 billion).

The proceeds will be used to partially refinance the acquisition of OSRAM Licht AG, including related costs.

As a result of the ordinary share capital increase, the registered share capital of ams amounts to
EUR 274,289,280 divided into 274,289,280 non-par value bearer shares.

 

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Important notice:

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer has been made solely by means of, and on the basis of, a securities prospectus (including any amendments thereto, if any) approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, FMA”) and published in Austria. An investment decision regarding any publicly offered securities of ams AG (“ams”) should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from ams during usual business hours, or on the ams website.

This announcement is not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful.

The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold within the United States of America 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 of America.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities and does not constitute a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (“FinSA”) or Articles 652a and 1156 of the Swiss Code of Obligations (as such articles were in effect immediately prior to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss Exchange Listing Rules. The offer is made solely by means of, and on the basis of, the prospectus which is available free of charge, inter alia, from ams during regular business hours, or on the ams website. An investment decision regarding the publicly offered securities of ams should only be made on the basis of the prospectus.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) of the securities referred to herein in any member state of the European Economic Area (the EEA). Any offers of the securities referred to in this announcement to persons in the EEA is made pursuant to an exemption under the Prospectus Regulation, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.

In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.