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ams announces start of acceptance period of Delisting Offer for OSRAM

2021/05/21

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 Delisting Offer for OSRAM

  • Four week acceptance period to run from today, 21 May, to 18 June 2021
  • Attractive offer price of EUR 52.30 per OSRAM share
  • Significant premium to cash compensation under DPLTA and previous takeover offer
  • Closing of Delisting Offer not subject to any conditions
  • Thereafter, OSRAM shares will terminate trading on the regulated market

Premstätten, Austria (21 May 2021) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the publication of the offer document for the public delisting offer for the remaining approx. 28% shares in OSRAM Licht AG (“OSRAM”) following the approval by the German Federal Financial Supervisory Authority ("BaFin", Bundesanstalt für Finanzdienstleistungsaufsicht) (“Delisting Offer”). OSRAM shareholders are now able to accept the Delisting Offer during a four week acceptance period which expires on 18 June 2021 at midnight (CEST).

The offer price of EUR 52.30 per OSRAM share represents a 1% premium to the volume weighted average share price of OSRAM during the last six months before the announcement of the Delisting Offer on 3 May 2021 (EUR 52.02 as determined by BaFin). In addition, it represents a premium of 28% to the offer price of the successful takeover offer in 2019 (EUR 41.00), and a premium of 15% to the cash compensation offered to the remaining OSRAM shareholders in relation to the domination and profit and loss transfer agreement (EUR 45.54).

“We are taking the next step in the integration of OSRAM which started only two and a half months ago,” said Alexander Everke, CEO of ams. “We encourage all remaining OSRAM shareholders to accept our financially attractive offer, prior to the OSRAM listing being removed from the regulated markets. Following the Delisting Offer, we intend to accelerate our integration activities to deliver on our strategy to create a global leader in optical solutions, headquartered in Europe.”

The Delisting Offer will not be extended and is not subject to any conditions. The termination of the OSRAM listing from the regulated market is expected to become effective in due course after the end of the acceptance period of the Delisting Offer and will be independent of the eventual tender rate under the Delisting Offer. The delisting can likely result in a very limited liquidity and price availability for the OSRAM shares from that point in time onwards.

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 www.offer-ams-osram.com, as well as for distribution free of charge in the Federal Republic of Germany by UBS Europe SE, Bockenheimer Landstrasse 2-4, D-60306 Frankfurt, Deutschland, fax +49 69 2179 8896, email ol-fft-corporate-actions@ubs.com.

Further information in relation to the Delisting Offer will be made available at www.offer-ams-osram.com.

 

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 Delisting Offer by ams Offer GmbH, a wholly-owned subsidiary of ams AG, 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 therein.

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.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, ams Offer GmbH, its affiliates and/or brokers acting on their behalf may 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 Delisting Offer, before, during or after the period in which the Delisting Offer remains 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.

This announcement may contain statements about ams AG and/or its subsidiaries (together the “ams 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 Group 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 operates and the outcome or impact of the acquisition and related matters on ams 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 Group 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.