Premstaetten, Austria (22 June 2020) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announced today the launch of an offering of EUR 1,000 million equivalent aggregate principal amount of senior notes, comprising the euro denominated senior notes due 2025 and dollar denominated senior notes due 2025 (collectively, the "Notes"), in connection with the proposed acquisition of OSRAM Licht AG (“OSRAM”).
ams intends to use the proceeds from the offering of the Notes, together with the proceeds of the rights offering which closed on 3 April 2020, to finance the proposed acquisition of OSRAM, finance or refinance the purchase of other OSRAM shares, to refinance certain existing indebtedness of OSRAM and its subsidiaries and/or ams and its subsidiaries and to pay certain fees and expenses.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes 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 Notes in the United States of America.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of European Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation, from the requirement to produce a prospectus for offers of securities.
This announcement does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Swiss Financial Services Act ("FinSA"). The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.
Manufacturer target market (MIFID II product governance) for the Notes is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom.
This announcement is being distributed to, and is directed at, only (1) persons who are located outside the United States and are (a) persons in Member States of the European Economic Area who are qualified investors (as defined in the Prospectus Regulation); (b) persons in the United Kingdom who have professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (c) high net worth companies, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated or (2) persons who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
This announcement may contain statements about ams and/or its subsidiaries (together “ams 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 operates and the outcome or impact of the acquisition and related matters on ams 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.