EANS-Adhoc: Opal BidCo GmbH
Announcement of the decision to make a voluntary
public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to
section 10 para. 1 in conjunction ...
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
21.08.2019
Frankfurt am Main - (title cont'd) ... with sections 29 para. 1, 34 of the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und
Übernahmegesetz, WpÜG)
Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in
conjunction with sections 29 para. 1, 34 of the German Securities Acquisition
and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
Opal BidCo GmbH
c/o Youco24 Business Center
Kennedyallee 109
60596 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 115347
Target:
OSRAM Licht AG
Marcel-Breuer-Straße 6
80807 München
Germany
registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 199675
ISIN: DE000LED4000
Opal BidCo GmbH ("Opal BidCo"),a wholly owned subsidiary of ams AG, Premstätten,
Austria, decided today to make a voluntary public takeover offer to the
shareholders of OSRAM Licht AG (the "Takeover Offer") for the acquisition of
their no-par-value registered shares (auf den Namen lautende nennwertlose
Stückaktien) in OSRAM Licht AG (DE000LED4000; the "OSRAM Shares"). Opal BidCo
intends to offer a cash consideration in the amount of EUR 38.50 per OSRAM
Share.
Opal BidCo expects to make the Takeover Offer subject to completion conditions
relating to certain regulatory proceedings, a minimum acceptance threshold of
70% of all issued OSRAM Shares (excluding any treasury shares held by OSRAM
Licht AG) and other customary closing conditions.
In addition, Opal BidCo and ams AG and OSRAM Licht AG have entered into a
cooperation agreement with a view to strengthening both businesses and creating
a global leader in sensor solutions and photonics with tangible benefits for
customers. The management board of OSRAM Licht AG has also released ams AG from
the standstill obligation that ams AG and OSRAM Licht AG had agreed upon in
their confidentiality agreement dated 4 June 2019.
The offer documents for the Takeover Offer (in German and a non-binding English
translation) containing the detailed terms and conditions of, and other
information relating to, the Takeover Offer, respectively, will be published on
the internet at
http://www.ams-osram.de.
The offer document for the Offer will also be published by way of a notice of
availability in the German Federal Gazette (Bundesanzeiger) and will be
accessible on the website of the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell OSRAM Shares. The terms and further provisions regarding the Takeover
Offer by Opal BidCo to the shareholders of OSRAM Licht AG 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. Moreover, this announcement is
neither an offer to sell nor a solicitation of an offer to purchase shares in
ams AG.
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 Takeover Offer will be 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 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 Takeover
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.
The shares of ams AG 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 AG and/or its subsidiaries
(together the "ams Group") or OSRAM Licht AG 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 AG and Opal
BidCo GmbH caution 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 AG and Opal BidCo GmbH do not undertake any obligation to
update or revise publicly any forward-looking statement, whether as a result of
new information, future events or otherwise.
Frankfurt am Main, 21 August 2019
Opal BidCo GmbH
Managing Director
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: Opal BidCo GmbH
Kennedyallee 109
D-60596 Frankfurt am Main
phone: +43 3136 500 32605
FAX:
mail: investor@ams.com
WWW:
ISIN: AT0000A18XM4
indexes:
stockmarkets: Hamburg, Stuttgart, Xetra, Berlin, Berlin, Frankfurt, Hannover,
Düsseldorf, SIX Swiss Exchange, Xetra, Frankfurt, Frankfurt, Xetra
language: English
Original content of: Opal BidCo GmbH, transmitted by news aktuell