NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
· ams notes that 3.3% of OSRAM shareholders have tendered their shares into the Offer as of 27 November 2019
· ams encourages all OSRAM shareholders who have not presently done so, to tender into the Offer to ensure achieving the minimum acceptance threshold of 55%
· ams confirms that it will not purchase further OSRAM shares or launch another offer for OSRAM for a period of at least 6 months should the offer fail to achieve the 55% minimum acceptance threshold
Premstaetten, Austria (27 November 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, notes that 3.3% of the shareholders of OSRAM Licht AG ("OSRAM") have tendered their shares into ams' all-cash takeover offer for EUR 41.00 per OSRAM share ("Offer") as of 27 November 2019, 18:00 (CET). The Offer is subject to a minimum acceptance threshold of 55% (including the 19.99% direct shareholding of ams in OSRAM) and expires on 5 December 2019 at midnight (CET).
To end any potential market speculation, ams confirms that it has no intention to change the offer price of EUR 41.00 or reduce the minimum acceptance threshold of 55%. ams sees no merit in holding a meaningful minority shareholding in OSRAM without a demonstrable path to obtain control. Should the Offer not achieve the 55% minimum acceptance threshold, ams will duly assess all options for its shareholding in OSRAM and confirms that it will not purchase further OSRAM shares nor launch another offer for OSRAM for a period of at least 6 months.
This is now the last chance for OSRAM shareholders to tender into this strategically compelling and financially attractive Offer. The Offer represents a 42% premium to the unaffected share price of OSRAM as of 2 July 2019 (EUR 28.92). ams is of the view that the OSRAM share price will trade materially lower than the prevailing level in the event the Offer would fail.
"We are convinced of the attractiveness of our proposal for all of OSRAM's stakeholders, which is fully supported by the Managing Board and Supervisory Board of OSRAM," said Alexander Everke, CEO of ams. "This is the final chance for OSRAM shareholders to secure the EUR 41.00 offer price which represents a significant premium to the share price we believe OSRAM would trade at if the offer fails. To underscore the validity of the Offer, we have entered into a comprehensive Business Combination Agreement with enhanced stakeholder commitments and protective covenants for OSRAM employees aimed at safeguarding jobs and manufacturing sites in Germany."
ams encourages all OSRAM shareholders, who have not presently done so, to tender their shares into the Offer to achieve the minimum acceptance threshold as soon as practically possible. In addition, all OSRAM shareholders should check their deadlines with their respective custodian banks to ensure they are not precluded from tendering. The acceptance period expires on 5 December 2019 at midnight (CET).
Further information about the Offer – website FAQ and hotline for retail shareholders
A FAQ section for shareholders is available online at ams http://www.offer-ams-osram.com/.
A takeover offer hotline for retail shareholders is available between 9 a.m. and 6 p.m. (CET) every day until the end of the Offer period under the phone number +49 69 9517 9985.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM (“OSRAM Shares”). The terms and further provisions regarding the Offer by ams Offer GmbH, a wholly-owned subsidiary of ams, to the shareholders of OSRAM are set forth in the offer document. Holders of OSRAM Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters included therein. Moreover, this announcement is neither an offer to sell nor a solicitation of an offer to purchase shares in ams.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Offer is made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the “Exchange Act”) and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance with German market practice, ams Offer GmbH or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Offer, before, during or after the period in which the Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States 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.
This announcement may contain statements about ams and/or its subsidiaries (together the “ams Group”) or OSRAM and/or its subsidiaries (together the “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.