PREMSTAETTEN, Austria — As of December 6, AMS (SIX: AMS), a supplier of high-performance sensor solutions, announces that the acceptance threshold of 55% for its all-cash takeover offer for OSRAM Licht AG (“OSRAM”) (the “Offer”) announced on November 7, 2019, has been satisfied. The period in which acceptances can continue to be booked into the Offer continues until Monday, December 9, 2019, and the final results of the Offer will be published on Tuesday, December 10, 2019.
“We are pleased to announce that we have been successful in achieving the minimum acceptance threshold in our Offer for OSRAM,” says Alexander Everke, CEO of AMS. “We would like to thank OSRAM shareholders for placing their trust in us and understanding the compelling strategic and industrial logic of the transaction. We look forward to creating a European based global leader in sensor solutions and photonics through the combination of AMS and OSRAM. Based on this shared objective, we will work closely with the OSRAM management team and all OSRAM and AMS stakeholders to make the combination a resounding success and create a strong path forward for OSRAM and AMS. OSRAM shareholders who have not yet tendered their shares can still do so during the additional acceptance period, ending on 24 December 2019.”
“Following AMS’ successful takeover bid for OSRAM, we can now jointly establish a world-class photonics and sensor champion,” said Olaf Berlien, CEO of OSRAM Licht AG.
Further steps to implement the transaction are expected to commence in the very near future and AMS continues to expect the closing of the transaction in the first half of 2020. AMS intends to invite its shareholders to an Extraordinary General Meeting (“EGM”) to be held in January 2020, to resolve on the proposed equity capital raising in conjunction with the Offer. Subject to such resolution, AMS currently expects to execute the equity capital raising in a timely manner. Further details on the transaction will be communicated in due course.
OSRAM Press Release
OSRAM Board Invites AMS to Talks About the Future
– Osram management begins talks on the way to becoming a joint photonics champion
– Takeover process leads to high premium for shareholders
Following the successful takeover offer from AMS AG, Osram’s Managing Board has invited the management of AMS to make the journey together to becoming a global technology leader for sensor solutions and photonics on the basis of the Business Combination Agreement.
Unchanged, management’s focus is aligned with the shareholders, the company and its employees. Following a value-oriented takeover process, Osram shareholders will receive 41 euros per share, representing a markup of 42 percent since the start of the process.
“What is important now is to create a world-class photonics and sensor champion together with AMS,” said Olaf Berlien, CEO of OSRAM Licht AG.
“We would like to thank the Osram shareholders for supporting the compelling strategic merits of this transaction,” says Alexander Everke, CEO of AMS. “We look forward to working closely with the OSRAM management team and all OSRAM stakeholders to realize the successful combination and achieve our shared objective of a European based global leader in sensor solutions and photonics.”
In the Business Combination Agreement, AMS has made extensive commitments for Osram’s employees and production facilities, particularly in Germany. Merger-related layoffs, for example, have been ruled out until the end of 2022. Together and in a dialogue with the trade unions and employee representatives, the managing boards of Osram and AMS will now prepare a viable integration roadmap as equals. Brigitte Ederer will act as an independent monitor for the agreement.
Osram management sees numerous opportunities arising from the bundling of common strengths, especially in terms of the further development of the Opto Semiconductors business unit. The merger with AMS will enable the LED sector to benefit, among other things, from the development of innovative sensor and photonics solutions and the use of established access to customers.
The merger is still subject to antitrust and foreign trade approvals. Compliance with these regulatory steps and legal approvals as well as organizational coordination are expected to take until summer 2020. In the second half of 2020, the necessary steps could then be taken to merge the two groups.
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