ams’ Extraordinary General Meeting approves capital increase in form of a rights issue

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ams’ Extraordinary General Meeting approves capital increase in form of a rights issue

Premstaetten, Austria (24 January 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that today's Extraordinary General Meeting has approved the capital increase in form of an up to EUR 1,649m rights issue (“Rights Issue”) with an overwhelming majority of 99.6% of votes present. The capital increase has been approved in the context of the successful all-cash public takeover offer of OSRAM Licht AG (“OSRAM”) (the “Transaction”). The management board of ams has been authorised to set the further details of the Rights Issue, in particular its volume, subscription price and timing.

As part of the planned Rights Issue, ams shareholders will be granted subscription rights pro-rata with their holding in the company. ams shareholders which decide not to participate in the Rights Issue will have the opportunity to sell their subscription rights during the subscription rights trading period, at the prevailing market price. For further questions, ams shareholders should consult the Rights Issue implications webpage on the ams website (https://ams.com/rights-issue-implications).

The proceeds of the Rights Issue will be used to repay a portion of the EUR 4.4bn acquisition bridge facility for the Transaction. The detailed terms of the Rights Issue will be published in due course.

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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 Exchange (ticker symbol: AMS). More information about ams can be found at https://ams.com

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Important notice:

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer will be made solely by means of, and on the basis of, a securities prospectus (including any amendments thereto, if any) to be approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, “FMA”) and to be published in Austria. An investment decision regarding any publicly offered securities of ams should only be made on the basis of a securities prospectus. Any orders relating to securities of ams received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, a securities prospectus will be published promptly upon approval by FMA in accordance with the Austrian Capital Markets Act 2019 as well as other applicable laws and the European Prospectus Regulation (EU) 2017/1129 and will be available free of charge from ams during usual business hours, or on the ams website.

This announcement is not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful.

The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 ("Securities Act") and may not be offered or sold within the United States of America 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 of America.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities and does not constitute a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (“FinSA”) or Articles 652a and 1156 of the Swiss Code of Obligations (as such articles were in effect immediately prior to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss Exchange Listing Rules. The offer will be made solely by means of, and on the basis of, the prospectus which will be available free of charge, inter alia, from ams during regular business hours, or on the ams website. An investment decision regarding the publicly offered securities of ams should only be made on the basis of the prospectus.

This announcement may contain statements about ams and/or its subsidiaries (together “ams Group”) or OSRAM and/or its subsidiaries (together “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.