EANS-News: ams AG ams announces start of acceptance period for new takeover offer for OSRAM
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Corporate news transmitted by euro adhoc with the aim of a Europe-wide
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Mergers - Acquisitions - Takeovers
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
* Publication of offer document following clearance, starting four-week
acceptance period running from 7 November until 5 December 2019
* Reflecting on its position as the pre-eminent OSRAM shareholder, ams has
lowered the minimum acceptance threshold to 55%
* EUR 41.00 offer price reflects a premium of 42% to the undisturbed share price
of OSRAM as of 2 July 2019 (EUR 28.92)
* ams and OSRAM in continued constructive talks on conclusion of Business
Combination Agreement
Premstaetten, Austria (7 November 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces that by publication of
the offer document the acceptance period of the all-cash takeover offer by ams
Offer GmbH, a wholly-owned subsidiary of ams, for 100% of the share capital of
OSRAM Licht AG ("OSRAM") at a price of EUR 41.00 per share (the "Offer") has
started today.
ams and OSRAM are currently in discussions related to the conclusion of a
Business Combination Agreement ("BCA") which would further enhance the
cooperation between the two companies and expand on OSRAM's existing photonics
strategy.
Following clearance of the offer document, OSRAM shareholders are now able to
tender their OSRAM shares into the Offer until the acceptance period expires on
5 December 2019 at midnight (CET).
ams believes that the Offer represents the best available option for OSRAM and
OSRAM shareholders and therefore encourages all OSRAM shareholders to tender
into the Offer. The Offer represents a premium of 42% to the undisturbed share
price of EUR 28.92 as of 2 July 2019. As the largest shareholder in OSRAM with a
direct shareholding of 19.99%, ams has lowered the minimum acceptance threshold
to 55%.
ams and OSRAM working towards delivering on joint vision and future strategy
ams and OSRAM intensified their talks in recent weeks to prepare a winning way
forward for both companies and end a prolonged period of uncertainty. The aim is
to conclude on a comprehensive BCA that reflects the joint understanding on how
to seamlessly align the businesses. This includes both the successful
integration which encompasses optimizing the global footprint, as well as the
joint strategic vision to create a global leader in sensor solutions and
photonics.
The BCA, which remains subject to approval by the relevant bodies, shall also
provide enhanced stakeholder commitments and protective covenants for OSRAM
employees aimed at safeguarding jobs and manufacturing sites in Germany. ams is
prepared to expand on the commitments entered into previously.
"Today marks an important milestone for ams and OSRAM alike," said Alexander
Everke, CEO of ams. "OSRAM shareholders can now tender their shares into our
present offer and secure a highly attractive fully valued price. In light of the
ongoing constructive discussions with the Management and Supervisory Board of
OSRAM, we are confident that we can bring our shared vision of creating a
European champion and global leader in sensor solutions and photonics to life.
This combination accelerates the creation of significant benefits for customers
and stakeholders in both companies compared to a standalone situation."
Further information about the offer document - website FAQ and hotline for
retail shareholders
A FAQ section for shareholders is available online at http://www.offer-ams-
osram.com/ [http://www.offer-ams-osram.com/].
A takeover offer hotline for retail shareholders is available between 9 a.m. and
6 p.m. (CET) from Monday to Friday under the phone number +49 69 9517 9985.
The German version of the offer document (together with a non-binding English
translation which has not been reviewed by BaFin) is now available online at
http://www.offer-ams-osram.de/ [http://www.offer-ams-osram.de/] as well as for
distribution free of charge in the Federal Republic of Germany at HSBC Trinkaus
& Burkhardt AG, Königsallee 21-23, 40212 Düsseldorf, Germany, fax: +49 211
91091870, email: angebotsunterlage-ams-osram@hsbc.de
###
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 ams Offer GmbH, a wholly-owned subsidiary of ams, to the
shareholders of OSRAM are set forth in the offer document. Holders of OSRAM
Shares are strongly recommended to read the offer document and to seek
independent advice, where appropriate, in relation to the matters included
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, ams Offer 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