EANS-Adhoc: ams AG
ams to launch delisting offer for OSRAM
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
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Mergers - Acquisitions - Takeovers
03.05.2021
Premstaetten - 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 to launch delisting offer for OSRAM
* Attractive offer price of EUR52.30 per OSRAM share
* Four week acceptance period expected to run from around 21 May to around
18 June 2021
* Significant premium to cash compensation under DPLTA and prior takeover offer
* Closing not subject to any conditions
* Thereafter, OSRAM shares will terminate trading on the regulated market
Premstätten, Austria (3 May 2021) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces the intention to launch
a public delisting tender offer for the remaining approx. 28% shares of OSRAM
Licht AG ("OSRAM") which are not presently owned by ams against a cash
consideration of EUR52.30 for each OSRAM share (the "Delisting Offer").
The intended cash consideration of EUR52.30 per OSRAM share represents a premium
of 1% to the volume weighted average share price of OSRAM during the last six
months (estimated at EUR52.02 based on information from FactSet), being the
statutory minimum price applicable to the Delisting Offer. Furthermore, it
represents a premium of 28% to the offer price of the successful takeover offer
in 2019 (EUR41.00), and a premium of 15% to the cash compensation offered to the
remaining OSRAM shareholders in relation to the domination and profit and loss
sharing agreement (the "DPLTA") (EUR45.54).
"The Delisting Offer is the logical next step in the integration of OSRAM and
the implementation of our strategy to create a global leader in optical
solutions," said Alexander Everke, CEO of ams. "We have already made significant
progress since the DPLTA came into effect and look forward to building on this.
We encourage all remaining shareholders of OSRAM to tender their shares in the
Delisting Offer which represents a financially attractive opportunity to
monetize their holding at a price in excess of both the statutory minimum and
the DPLTA cash compensation."
Subject to approval by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) and publication of the offer
document, the Delisting Offer is expected to commence on around 21 May 2021 and
be open for acceptance during a four weeks period until around 18 June 2021. The
Delisting Offer will not be extended and is not subject to any conditions. In
line with the financial strategy of ams, no additional financing will be needed
to implement the Delisting Offer.
Upon the delisting, the trading of OSRAM shares on the regulated market will
terminate, which can result in a very limited liquidity and price availability
for the OSRAM shares from that point in time onwards. The delisting of OSRAM
from the regulated market will be independent of the eventual tender rate under
the Delisting Offer. The delisting from the regulated market will also terminate
the comprehensive financial reporting obligations of OSRAM as well as the
application of numerous other capital market publication requirements.
Further information in relation to the Delisting Offer will be made available at
www.offer-ams-osram.com [http://www.offer-ams-osram.com/].
###
About ams Group
The ams Group, including the listed companies ams AG as parent company and OSRAM
Licht AG, is a global leader in optical solutions. By adding intelligence to
light and passion to innovation, we enrich people's lives. This is what we mean
by Sensing is Life.
With over 110 years of combined history, our core is defined by imagination,
deep engineering expertise and the ability to provide global industrial capacity
in sensor and light technologies. We create exciting innovations that enable our
customers in the consumer, automotive, healthcare and industrial sectors
maintain their competitive edge and drive innovation that meaningfully improves
the quality of life in terms of health, safety and convenience, while reducing
impact on the environment.
Our around 30,000 employees worldwide focus on innovation across sensing,
illumination and visualization to make journeys safer, medical diagnosis more
accurate and daily moments in communication a richer experience. Our work
creates technology for breakthrough applications, which is reflected in over
15,000 patents granted and applied. Headquartered in Premstaetten/Graz (Austria)
with a co-headquarter in Munich (Germany), the group achieved well over USD 5
billion combined revenues in 2020 (pro-forma). ams AG is a listed company on the
SIX Swiss Exchange (ISIN: AT0000A18XM4). OSRAM Licht AG is a listed company on
the XETRA market in Germany (ISIN: DE000LED4000). More at https://ams-osram.com
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.
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]
Join OSRAM social media channels: >Twitter [https://twitter.com/Osramcom]
>LinkedIn [https://www.linkedin.com/company/osram] >Facebook [https://
www.facebook.com/osram/] >YouTube [https://www.youtube.com/user/osram]
Please note: The ams brand is owned by ams AG, the OSRAM brand is owned by OSRAM
GmbH. ams group and OSRAM group are in the process of integration. The
combination of the ams and OSRAM brand is not representing a new brand. This is
a visual symbol of the two companies coming together, representing the
aspiration of our future joined group.
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 will be set forth in the offer document
which will be published following approval of its 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.
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, 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
Delisting Offer, before, during or after the period in which the Delisting 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 would 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 anthe 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.
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
Fax: +43 3136 500-931211
Email: investor@ams.com
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, Frankfurt
language: English
Original content of: ams AG, transmitted by news aktuell