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Mergers - Acquisitions - Takeovers
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).
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:
Join ams social media channels:
company/ams-ag] >Facebook https://www.facebook.com/amsAnalog
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
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
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
phone: +43 3136 500-0
FAX: +43 3136 500-931211
stockmarkets: SIX Swiss Exchange
Digital press kit: http://www.ots.at/pressemappe/2901/aom
ams arbeitet mit der Ibeo Automotive Systems GmbH, dem deutschen Spezialisten für LiDAR-Sensortechnologie für Kraftfahrzeuge, und der ZF Friedrichshafen AG im Bereich autonomes Fahren zusammen. Bildquelle: ams.com
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