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Annual & Special Corporate Meetings
Premstaetten - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
ams' Extraordinary General Meeting approves capital increase in form of a rights
Premstaetten, Austria (24 January 2020) -- ams AG (SIX: AMS), a leading
worldwide supplier of high performance sensor solutions, announces that today's
Extraordinary General Meeting has approved the capital increase in form of an up
to EUR 1,649m rights issue ("Rights Issue") with an overwhelming majority of
99.6% of votes present. The capital increase has been approved in the context of
the successful all-cash public takeover offer of OSRAM Licht AG ("OSRAM") (the
"Transaction"). The management board of ams has been authorised to set the
further details of the Rights Issue, in particular its volume, subscription
price and timing.
As part of the planned Rights Issue, ams shareholders will be granted
subscription rights pro-rata with their holding in the company. ams shareholders
which decide not to participate in the Rights Issue will have the opportunity to
sell their subscription rights during the subscription rights trading period, at
the prevailing market price. For further questions, ams shareholders should
consult the Rights Issue implications webpage on the ams website (...
The proceeds of the Rights Issue will be used to repay a portion of the EUR
4.4bn acquisition bridge facility for the Transaction. The detailed terms of the
Rights Issue will be published in due course.
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 Exchange
(ticker symbol: AMS). More information about ams can be found at https://ams.com
Join ams social media channels:
company/ams-ag] >Facebook https://www.facebook.com/amsAnalog
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities. Any public offer will be made solely by means of, and on the basis
of, a securities prospectus (including any amendments thereto, if any) to be
approved by the Austrian Financial Market Authority
(Finanzmarktaufsichtsbehörde, "FMA") and to be published in Austria. An
investment decision regarding any publicly offered securities of ams should only
be made on the basis of a securities prospectus. Any orders relating to
securities of ams received prior to the commencement of a public offering will
be rejected. If a public offering is to be made in Austria, a securities
prospectus will be published promptly upon approval by FMA in accordance with
the Austrian Capital Markets Act 2019 as well as other applicable laws and the
European Prospectus Regulation (EU) 2017/1129 and will be 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 will be made solely by means of, and on the
basis of, the prospectus which will be 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 announcement may contain statements about ams and/or its subsidiaries
(together "ams Group") or OSRAM and/or its subsidiaries (together "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.
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 Headquarter auf http://www.boerse-social.com/finanzmap
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