Ad hoc: OSRAM Licht AG: Entry into a domination and profit and loss transfer agreement with ams Offer GmbH

2020/09/22

The Managing Board of OSRAM Licht AG ("OSRAM") agreed today with the Managing Board of ams AG, Premstätten ("ams") on the conclusion of a domination and profit and loss transfer agreement with ams Offer GmbH (a subsidiary of ams) as dominating company and OSRAM as controlled company. In this regard, the Managing Board and the Supervisory Board of OSRAM adopted resolutions to sign the agreement with ams Offer GmbH and to convene an Extraordinary General Meeting for 3 November 2020 in which, inter alia, a resolution is to be tabled to approve OSRAM’s entry into the agreement.

The domination and profit and loss transfer agreement provides that, for its duration, any minority shareholders of OSRAM will receive an annual compensation payment of EUR 2.57 (gross) per OSRAM share less the amount of any corporation tax and the solidarity surcharge at the tax rate applicable to such taxes for the respective fiscal year. In addition, minority shareholders of OSRAM will receive an offer to sell their OSRAM shares for an appropriate cash compensation of EUR 44.65 (“Compensation offer”). The amount of the annual compensation payment and the compensation offer has been determined in accordance with the legal requirements and based on an assessment of the enterprise value of OSRAM.

According to this valuation, for FY21 (01.10.2020-30.09.2021) OSRAM expects comparable revenue growth between 6-10%, an adjusted EBITDA margin of 9-11% as well as Free Cash Flow ranging from balanced to a positive low double-digit million euro figure. This guidance is based on the assumption that the effects of the COVID-19 pandemic will be overcome during FY21. Accordingly, the economic consequences of any renewed intensification in the pandemic situation have not been included in the guidance figures.

ABOUT OSRAM

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 23,500 employees worldwide as of end of fiscal 2019 (September 30) and generated revenue of about 3.5 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.


Disclaimer

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 beyond OSRAM’s control, affect OSRAM’s operations, performance, business strategy and results and could cause the actual results, performance or achievements of OSRAM to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or anticipated on the basis of historic trends. 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.