Osram in constructive negotiations with ams
- Osram and ams are currently negotiating a Business Combination Agreement
- Osram Managing Board and Supervisory Board to deal with this topic in the near term
- The aim is a publication of ams' takeover offer before the end of September 5
Osram and ams have held constructive discussions on a Business Combination Agreement and on other topics since Tuesday and will continue to do so. Both parties will continue to carefully assess the details of such an agreement, which is a prerequisite for a takeover by ams. The common goal is that ams will be able to start its tender period during the offer period of the existing takeover offer from the financial investors Bain Capital and The Carlyle Group, thus before the end of September 5, 2019.
Last Sunday, ams AG submitted a proposal to Osram for a takeover offer of EUR 38.50 per share for all outstanding shares in OSRAM Licht AG. The submission of the offer to the relevant Federal Financial Supervisory Authority BaFin, is subject to the condition that Osram waives an existing standstill agreement which currently prohibits ams to acquire Osram shares. The agreement had been concluded when the Austrian sensor and chip specialist gained access to Osram's books after it had expressed its takeover interest.
In addition to the offer price and financing concept, a stable environment is important for Osram's further transformation into a semiconductor-based high-tech photonics company. Moreover, it is greatly important to Osram’s Managing Board that all key stakeholders are appropriately protected, in particular the company's employees and the essential parts of the company. Osram and ams are therefore currently negotiating a business combination agreement, which will ensure this. Osram's Managing Board and Supervisory Board will review the Business Combination Agreement currently being negotiated in the near term and then decide whether to waive the standstill agreement.
OSRAM, based in Munich, is a leading global high-tech company with a history dating back more than 110 years. Primarily focused on semiconductor-based technologies, our products are used in highly diverse applications ranging from virtual reality to autonomous driving and from smartphones to smart and connected lighting solutions in buildings and cities. OSRAM uses the endless possibilities of light to improve the quality of life for individuals and communities. OSRAM’s innovations enable people all over the world not only to see better, but also to communicate, travel, work and live better. OSRAM has approximately 26,200 employees worldwide as of end of fiscal 2018 (September 30) and generated revenue of more than 3.8 billion euros from continuing activities. The company is listed on the stock exchanges in Frankfurt and Munich (ISIN: DE000LED4000; WKN: LED 400; trading symbol: OSR). Additional information can be found at www.osram.com.
This document contains statements and information pertaining to our future business and financial performance and future developments that may constitute forward-looking statements – i.e. statements about processes that take place in the future, not in the past. These statements pertaining to the future can be identified by expressions such as "anticipate", "expect", "want", "intend", "plan", "believe", "aspire", "estimate", "will”, "predict" or words of similar meaning. Such statements are based on current expectations and certain assumptions of OSRAM‟s management. They are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are outside the control of OSRAM, have an influence over OSRAM's business activities, achievement, business strategies and results. These factors may cause the actual results to differ materially from the statements of OSRAM, successes and achievements to results, performance or achievements expressed or implied in the forward-looking statements or on the basis of earlier trends can be expected. These factors include in particular, but are not limited to, the matters described in the chapter “Report on Risks and Opportunities” in the Annual Report of OSRAM Licht Group. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of OSRAM may vary materially from those described in the relevant forward-looking statement as being expected, anticipated, intended, planned, believed, sought, estimated or projected. OSRAM neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures they reference.