OSRAM Licht AG
: Entry into a domination and profit and loss transfer agreement with ams
Offer GmbH
Munich
,
22 September 2020
The Managing Board of
OSRAM Licht AG
("OSRAM") agreed today with the Managing Board of ams AG, Premstätten ("ams") on the conclusion of a domination and profit and loss transfer agreement with ams
Offer GmbH
(a subsidiary of ams) as dominating company and
OSRAM
as controlled company. In this regard, the Managing Board and the Supervisory Board of
OSRAM
adopted resolutions to sign the agreement with ams
Offer GmbH
and to convene an Extraordinary General Meeting for
3 November 2020
in which, inter alia, a resolution is to be tabled to approve
OSRAM's
entry into the agreement.
The domination and profit and loss transfer agreement provides that, for its duration, any minority shareholders of
OSRAM
will receive an annual compensation payment of
EUR 2.57
(gross) per
OSRAM
share less the amount of any corporation tax and the solidarity surcharge at the tax rate applicable to such taxes for the respective fiscal year. In addition, minority shareholders of
OSRAM
will receive an offer to sell their
OSRAM
shares for an appropriate cash compensation of
EUR 44.65
("Compensation offer"). The amount of the annual compensation payment and the compensation offer has been determined in accordance with the legal requirements and based on an assessment of the enterprise value of
OSRAM
.
According to this valuation, for FY21 (
01.10.2020-30.09.2021
)
OSRAM
expects comparable revenue growth between 6-10%, an adjusted EBITDA margin of 9-11% as well as Free Cash Flow ranging from balanced to a positive low double-digit million euro figure. This guidance is based on the assumption that the effects of the COVID-19 pandemic will be overcome during FY21. Accordingly, the economic consequences of any renewed intensification in the pandemic situation have not been included in the guidance figures.
Contact:
Juliana Baron
Head of Investor Relations
OSRAM Licht AG
Investor Relations
Marcel-Breuer-Straße 6
80807 München, Deutschland
Tel. +49 89 6213-3030
mailto:
j.baron@osram.com
www.osram.com