ams OSRAM announces extension of its cash tender offer for its EUR 760,000,000 2.125% Convertible Bonds due 2027

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ams OSRAM announces extension of its cash tender offer for its EUR 760,000,000 2.125% Convertible Bonds due 2027

Premstätten, Austria, and Munich, Germany (November 6, 2026) -- ams OSRAM announced today the extension of its cash tender offer for its EUR 760,000,000 2.125% Convertible Bonds due 2027.

ams-OSRAM AG (the “Issuer”) announced today that it has amended the terms of the cash tender offer to holders of its EUR 760,000,000 2.125% Convertible Bonds due 2027 (the “Convertible Bonds”) (the “Offer”) to postpone the expiration date from 6:00 p.m. Central European time, on November 16, 2026 to 6:00 p.m., Central European time, on December 3, 2026 (as so extended, and as may be further extended, the “Expiration Deadline”). The settlement date for the Offer is currently expected to be December 8, 2026.

The Offer is being made in connection with the Issuer’s previously announced disposals of (i) its non-optical analog/mixed-signal sensor business to Infineon and (ii) CMOS Image Sensor business to indie Semiconductor Inc.

More information regarding the Offer is set forth in the Issuer’s tender offer memorandum, dated September 30, 2026 (the “Tender Offer Memorandum”).

The complete terms and conditions of the Offer are described in the Tender Offer Memorandum, copies of which may be obtained from Kroll Issuer Services Limited, the tender agent for the Offer (the “Tender Agent“), at https://deals.is.kroll.com/ams-osram, by email at ams-osram@is.kroll.com, by telephone at +44 20 7704 0880.

HSBC Continental Europe is acting as the dealer manager in connection with the Offer (the “Dealer Manager”). Requests for information in relation to the Offer should be directed to HSBC Continental Europe by email at LM_EMEA@hsbc.com or telephone at +44 20 7992 6237.

Important notice:

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Convertible Bonds (and tenders of Convertible Bonds for purchase pursuant to the Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful, including in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of their affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. Persons into whose possession this announcement and the Tender Offer Memorandum come are required by each of the Issuer, the Dealer Manager and the Tender Agent to inform themselves about and to observe any such restrictions. The Offer is made solely pursuant to the Tender Offer Memorandum.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Offer, from its broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Convertible Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Convertible Bonds pursuant to the Offer.

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. 

United States

This notice, the Tender Offer Memorandum and the Offer are not for distribution, directly or indirectly, in or into or to any person located or resident in the United States. 

The Offer referenced herein is not being made, and will not be 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, telex, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States. The Convertible Bonds may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Convertible Bonds in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Convertible Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

United Kingdom

This announcement and the Tender Offer Memorandum are being distributed only to existing Bondholders and are only addressed to such existing Bondholders in the United Kingdom where they would (if they were clients of the Issuer) be per se professional clients or per se eligible counterparties of the Issuer within the meaning of the rules of the Financial Conduct Authority (“FCA”). This announcement and Tender Offer Memorandum are not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Tender Offer Memorandum should note that the Issuer is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Issuer or for providing advice in relation to the Offer.

In addition, the communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, persons outside the United Kingdom or those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), high net worth companies and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

European Economic Area (EEA)

In any European Economic Area (EEA) Member State (the “Relevant State”), the Offer is only addressed to and are only directed at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).

Each person in a Relevant State who receives any communication in respect of the Offer contemplated in the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to with the Dealer Manager and the Issuer that it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.

Information Regarding Forward-Looking Statements

Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts included herein. These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, terms such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “will” or “would” or, in each case, their negative, or other variations or comparable terminology.

Any forward-looking statements are only made as of the date of this announcement, and we do not intend and do not assume any obligation, to update forward-looking statements set forth in this announcement, whether as a result of new information, future events or otherwise.