MUNICH, Germany — With 99.77 percent of the voting rights represented, the Osram general meeting on 11/3/20 approved a domination and profit and loss transfer agreement with ams. The required quorum of at least 75 percent was therefore reached. “Osram and ams need a foundation on which they can together create the European world market leader in optical solutions,” says Osram’s CEO Olaf Berlien. “With a domination and profit and loss transfer agreement, we intend to establish the basis for a combined company.” Shareholders also confirmed the new appointments to the Supervisory Board, namely Hans-Peter Metzler, Thomas Stockmeier, and Johann Eitner.
Legal implementation of the domination and profit and loss transfer agreement is expected around the turn of the year. The agreement with majority shareholder ams must first be entered in the Munich commercial register. Before the extraordinary general meeting, ams held around 70 percent of the outstanding shares in Osram. The operational starting date for the combined company is expected to be in early 2021. Osram and ams will then be able to leverage synergies and promote new innovations and technologies together in a profitable company.
ams is offering the remaining minority shareholders of Osram a compensation payment of 45.54 euros per share or a guaranteed annual payment of about five percent of the compensation amount (2.24 euros net / 2.57 euros gross). This figure is based on the current valuation by auditors PwC. In accordance with legal requirements, the independent auditors assessed the business, technologies and prospects of the Munich-based photonics champion. They came to the conclusion that Osram is worth 4.3 billion euros in its current constitution. Since the listing in July 2013, this represents an increase in value of 1.8 billion euros.
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