ams AG / ams expects to hold EGM to approve EUR 1.5 billion equity issuance around end of October; lowers acceptance threshold of offer for OSRAM to 62.5% to capitalise on momentum

16.09.2019, 7734 Zeichen
Corporate news transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
Mergers - Acquisitions - Takeovers
Premstaetten -
ams convinced of the successful acquisition of OSRAM, reinforced by broad positive feedback received during global investor roadshow\nams expects to hold Extraordinary General Meeting around end of October 2019 to approve EUR 1.5 billion equity issuance for partial refinancing of EUR 4.2 billion acquisition bridge facility\nams to lower minimum acceptance threshold of the offer for OSRAM to 62.5% to achieve success sooner\nPremstaetten, Austria (16 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that it expects to hold an extraordinary general meeting ("EGM") around the end of October 2019 to approve the equity issuance in conjunction with the all-cash takeover offer for OSRAM Licht AG ("OSRAM") published on 3 September 2019 ("Offer"). The invitation to the EGM will be published in due course, including further details on the proposed EUR 1.5 billion equity issuance to partially refinance the EUR 4.2 billion acquisition bridge facility in conjunction with the Offer.
This decision reflects the positive feedback ams has received from shareholders and investors during a global investor roadshow over the last two weeks. Based on extensive interaction with investors in Europe, the US and Asia, ams sees strong support for its strategic vision including OSRAM which is reinforcing ams' conviction for the Offer.
Capitalising on this positive momentum, ams intends to lower the acceptance threshold of the Offer to 62.5% from the previous 70% to de-risk the Offer reflecting further analysis of OSRAM's shareholder base, and achieve success sooner. ams continues to encourage all OSRAM shareholders to tender into the Offer. All other terms and conditions of the Offer remain unchanged and the Offer is due to expire on 1 October 2019 at midnight (CEST).
### About ams ams is a global leader in the design and manufacture of advanced sensor solutions. Our mission is to shape the world with sensor solutions by providing a seamless interface between humans and technology. ams' high-performance sensor solutions drive applications requiring small form factor, low power, highest sensitivity and multi-sensor integration. Products include sensor solutions, sensor ICs, interfaces and related software for consumer, communications, industrial, medical, and automotive markets. With headquarters in Austria, ams employs about 9,000 people globally and serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock exchange (ticker symbol: AMS). More information about ams can be found at https: //ams.com https://ams.com/
Join ams social media channels: >Twitter https://twitter.com/amsAnalog >LinkedIn [https://www.linkedin.com/ company/ams-ag] >Facebook https://www.facebook.com/amsAnalog >YouTube [... /www.youtube.com/user/amsAnalog]
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 published on 3 September 2019 following approval of the publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders of OSRAM Shares are strongly recommended to read any such offer document and to seek independent advice, where appropriate, in relation to the matters 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 Groupmay 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.
end of announcement euro adhoc
issuer: ams AG Tobelbader Strasse 30 A-8141 Premstaetten phone: +43 3136 500-0 FAX: +43 3136 500-931211 mail: investor@ams.com WWW: www.ams.com ISIN: AT0000A18XM4 indexes: stockmarkets: SIX Swiss Exchange language: English
Digital press kit: http://www.ots.at/pressemappe/2901/aom

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