EANS-News: ams AG
ams confirms Public Offer for OSRAM expected to close in the second quarter 2020 and Rights Issue proceeding on terms announced
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Mergers - Acquisitions - Takeovers
Premstaetten - NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OF
AMERICA
ams confirms Public Offer for OSRAM expected to close in the second quarter 2020
and Rights Issue proceeding on terms announced
* Public Offer for OSRAM expected to close in the second quarter 2020 subject to
receipt of the required remaining regulatory clearances
* Rights Issue proceeding pursuant to the terms set out in the prospectus
published on 13 March 2020
* Reconfirmed expectations for first quarter 2020; performance underpinned by
resilient cash flow profile and adjustable cost base
Premstaetten, Austria (19 March 2020) - ams AG (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, provides a further update on its
acquisition of OSRAM Licht AG ("OSRAM") in the context of its all-cash takeover
offer ("Public Offer") and the EUR 1.65 billion ordinary capital increase to
partially finance the transaction ("Rights Issue").
ams confirms that it expects the Public Offer to close in the second quarter
2020. The only remaining closing condition relates to the receipt of the
required regulatory approvals. In the meantime, ams has increased its direct
shareholding in OSRAM to 23.4% funded from existing cash resources, which
further demonstrates the commitment to closing the Public Offer and realizing
the combination of ams and OSRAM.
The Rights Issue is proceeding pursuant to the terms set out in the prospectus
published on 13 March 2020. The Rights Issue is fully underwritten by a
syndicate consisting of the same banks that have also underwritten a fully
committed acquisition bridge facility of up to EUR 4.4 billion; this syndicate
comprises of UBS, HSBC, BofA Securities, Citigroup, Commerzbank, Deutsche Bank,
Morgan Stanley and Erste Group. ams has thus secured all necessary funding for
completing the Public Offer.
Through its ongoing contact with investors since launch, ams has received
positive feedback from a number of large existing shareholders who seek to
exercise their subscription rights, as well as other investors who are looking
to participate in the Rights Issue. Supported by the 99.6% shareholder vote at
the Extraordinary General Meeting in January 2020, the Rights Issue will
facilitate a long-term, sustainable capital structure commensurate with the
combined business profile of ams and OSRAM post-closing.
ams benefits from a resilient cash flow profile and adjustable cost base. This,
in combination with a strong liquidity position, ensures flexibility to address
any immediate disruptions caused by Covid-19. In line with the press release of
6 March 2020, ams reconfirms its financial expectations for the first quarter
2020 with revenues of USD 480-520 million and an adjusted operating (EBIT)
margin of 19-21% while ams continues to actively monitor the impact of Covid-19
on its business operations.
"We are more convinced than ever of the compelling strategic logic and value
creation potential of combining ams and OSRAM based on our ongoing interactions
with OSRAM to prepare for post merger integration," says Alexander Everke, CEO
of ams. "This logic is unaffected by the current capital market and end market
environment attributable to Covid-19. We continue to receive positive feedback
from our shareholders regarding the strategic rationale and the capital
increase."
###
Important notice:
This announcement constitutes neither an offer to sell nor a solicitation to buy
securities. Any public offer is made solely by means of, and on the basis of, a
securities prospectus (including any amendments thereto, if any) approved by the
Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, "FMA") and
published in Austria. An investment decision regarding any publicly offered
securities of ams AG ("ams") should only be made on the basis of the securities
prospectus. The securities prospectus is 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 is made solely by means of, and on the basis
of, the prospectus which is 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") 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 operates and the 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 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.
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]
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
--------------------------------------------------------------------------------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 von: ams AG, übermittelt durch news aktuell