EANS-News: ams AG
ams offer for OSRAM expires tomorrow, 1 October, at 24:00
CEST
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distribution. The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
Premstaetten -
* No extension of the offer period; last possibility to amend offer passed today
at 18:00 CEST
* Offer period is due to end at midnight (CEST) tomorrow, Tuesday, 1 October
2019
* ams urges all OSRAM shareholders to tender their shares prior to the deadline
Premstaetten, Austria (30 September 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, reminds all shareholders of OSRAM
that tomorrow, Tuesday, 1 October 2019 is the last day to tender into the all-
cash takeover offer for OSRAM Licht AG ("OSRAM") announced on 3 September 2019.
As announced in the context of ams' increase of the offer price to EUR 41.00 per
OSRAM share last week, the offer period has not been extended and ends tomorrow,
Tuesday, 1 October 2019 at 24:00 CEST. Custodians are legally obliged to accept
shares for tender until Tuesday, 1 October at 24:00 CEST.
ams notes that the deadline to trigger an extension of the offer period by any
of the bidders has passed today, Monday, 30 September 2019, at 18:00 CEST so the
offer period can no longer be extended.
Given this and as the largest direct shareholder in OSRAM with a 15%
shareholding, ams urges all remaining OSRAM shareholders that have not tendered
yet to do so by Tuesday, 1 October at 24:00 CEST. Ensuring success of the offer
requires the support of all OSRAM shareholders to achieve the minimum acceptance
threshold of 62.5%.
ams continues to be of the view that in the event the offer would fail, the
OSRAM share price will fall to materially below the offer price of EUR 41.00 per
share. ams therefore urges all remaining OSRAM shareholders to capitalise on
this superior opportunity tomorrow.
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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 [https:/
/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 as amended on 16 September 2019. 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 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.
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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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
Original content of: ams AG, transmitted by news aktuell