Convertible bond buy-back
Disclaimer
The tender offer referenced to in the announcements and materials is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.
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Convertible Bond tender offer 2026
On September 30th, 2026 ams OSRAM announced a Guarantor Disposal Offer to all holders of the Convertible Bond due 2027 following the Guarantors Asset Sale Proceeds.
ams OSRAM is required to make a Guarantor Disposal Offer to all Bondholders to purchase at an offer price of 100% of the principal amount of the Bonds plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The Guarantor Asset Sales proceeds are the basis for this Tender Offer. These proceeds (Non-Optical Mixed-Signal Sensor Guarantor Asset Sale Proceeds and CMOS Image Sensor Guarantor Asset Sale Proceeds attributable to the Swiss Guarantor and the Belgian Guarantor) amount to €143.0 million (including the estimated post‑closing purchase price adjustments).
ams OSRAM expects to complete the CMOS Image Sensor Asset Sale on or before the Expiration Deadline. However, if the CMOS Image Sensor Asset Sale is not consummated on or before the Expiration Deadline, the Guarantors Asset Sale Proceeds offered to the Bondholders will be limited to the Non-Optical Mixed-Signal Sensor Guarantor Asset Sale Proceeds and will exclude the CMOS Image Sensor Guarantor Asset Sale Proceeds.
ams OSRAM has, concurrently with the announcement of this Offer, announced a concurrent offer to all holders of the Senior Notes (EUR 725m due 2029) to purchase Senior Notes with the Guarantors Asset Sale Proceeds, at an offer price of 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest. The net available cash proceeds from Guarantor Asset Sales shall be allocated among the Convertible Bonds and Senior Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of the Convertible Bonds and Senior Notes so tendered.
The Tender Offer is open for acceptance from 15 October 2026 to 16 November 2026, until 6 p.m. CET (Expiration Deadline).
On the first trading day following the Expiration Deadline ams OSRAM will announce the Maximum Acceptance Amount and whether the CMOS Image Sensor Asset Sale Condition was satisfied, the aggregate principal amount of Bonds validly tendered and so accepted for purchase (if any), the Pro-Ration Factor (if any) and the aggregate principal amount of Bonds that will remain outstanding after the Settlement Date.
Publication of results at https://ams-osram.com/about-us/investor-relations/share-capital/convertible-bond-buy-back, to major financial information providers and the Swiss Takeover Board (Übernahmekommission).
Expected Settlement Date for the Offer on 19 November 2026, subject to satisfaction or waiver of the conditions described in the Tender Offer Memorandum.
In compliance with Swiss and Austrian regulations, ams-OSRAM AG makes the following information available regarding its convertible bond Tender Offer for the convertible bond with ISIN DE000A283WZ3 (EUR 2027 convertible bond).
Convertible Bond repurchase offer 2025
On December 18th, 2025 ams OSRAM announced a partial repurchase offer for up to EUR 300 million in principal amount of its outstanding convertible bonds due 2027.
The repurchase price at which the Convertible Bonds will be acquired will be determined through a "Dutch Auction" and will range between EUR 94,000 and EUR 96,000 per Convertible Bond with a nominal value of EUR 100,000 (corresponding to 94.00% - 96.00% per Convertible Bond). Further information on the tendering process and the repurchase price determination can be found in the published repurchase notice.
The repurchase offer is open for acceptance from 12 January 2026 to 16 January 2026, until 5 p.m. CET.
ams OSRAM will publish the Repurchase Price and the result of the repurchase offer on the first trading day following the expiration of the repurchase at the following address: https://ams-osram.com/about-us/investor-relations/share-capital/convertible-bond-buy-back and will be sent in electronic form to major financial information providers and the Takeover Board.
In compliance with Swiss and Austrian regulations, ams-OSRAM AG makes the following information available regarding its convertible bond buyback activity for the convertible bind with ISIN DE000A283WZ3 (EUR 2027 convertible bond).
Transaction reporting
Convertible bond buy-back program 2021
In March 2021 ams AG announced a partial buyback of the company’s outstanding convertible bonds for a market value of up to EUR 100 million. Following a required regulatory approval in Switzerland, ams AG began related repurchase activities in April 2021. The buyback program concluded 30 December 2021.
The repurchase of the convertible bonds wasexecuted at market price via over-the-counter trading (OTC trading) and, where appropriate, at the relevant international trading platforms. HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany, was mandated by ams AG to execute the repurchase of the convertible bonds independently in compliance with pre-defined parameters. The requirements set forth by Circular No 1 of the Swiss Takeover Board were be complied with.
The maximum daily repurchase volume (notional value) according to Art. 123 para. 1 lit. c of the Swiss Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading ("FMIO") amounted to:
- USD 2022 convertible bond: USD 2,000,000
- EUR 2025 convertible bond: EUR 5,000,000
- EUR 2027 convertible bond: EUR 5,000,000
In compliance with Swiss and Austrian regulations, ams AG makes the following information available regarding its convertible bond buy-back activity:
- ISIN: DE000A19PVM4 (USD 2022 convertible bond)
- ISIN: DE000A19W2L5 (EUR 2025 convertible bond)
- ISIN: DE000A283WZ3 (EUR 2027 convertible bond)
Transaction reporting
Convertible bond buy-back program 2019
The management board of ams AG announced the intention to implement a partial buyback of the company’s outstanding convertible bonds (USD convertible bond, due 2022 and/or EUR convertible bond, due 2025) for a market value of up to USD 100 million in November 2018. Following a required regulatory approval in Switzerland, ams AG began related repurchase activities in March 2019. The buyback program concluded on 30 December 2019.
The repurchase of the convertible bonds has been executed at market price via over-the-counter trading (OTC trading) and, where appropriate, at the relevant international trading platforms. Citigroup Global Markets Limited, London, was mandated by ams AG to execute the repurchase of the convertible bonds independently in compliance with pre-defined parameters. The requirements set forth by Circular No 1 of the Swiss Takeover Board have been complied with.
The maximum daily repurchase volume (notional value) according to Art. 123 para. 1 lit. c of the Swiss Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading ("FMIO") amounted to:
- USD convertible bond: USD 5,000,000
- EUR convertible bond: EUR 8,000,000
In compliance with Swiss and Austrian regulations, ams AG makes the following information available regarding its convertible bond buy-back activity:
- ISIN: DE000A19PVM4 (USD convertible bond)
- ISIN: DE000A19W2L5 (EUR convertible bond)