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ams confirms Public Offer for OSRAM expected to close in the second quarter 2020 and Rights Issue proceeding on terms announced
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Public Offer for OSRAM expected to close in the second quarter 2020 subject to receipt of the required remaining regulatory clearances
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Rights Issue proceeding pursuant to the terms set out in the prospectus published on 13 March 2020
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Reconfirmed expectations for first quarter 2020; performance underpinned by resilient cash flow profile and adjustable cost base
Premstaetten, Austria (19 March 2020) — ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, provides a further update on its acquisition of OSRAM Licht AG ("OSRAM") in the context of its all-cash takeover offer ("Public Offer") and the EUR 1.65 billion ordinary capital increase to partially finance the transaction ("Rights Issue").
ams confirms that it expects the Public Offer to close in the second quarter 2020. The only remaining closing condition relates to the receipt of the required regulatory approvals. In the meantime, ams has increased its direct shareholding in OSRAM to 23.4% funded from existing cash resources, which further demonstrates the commitment to closing the Public Offer and realizing the combination of ams and OSRAM.
The Rights Issue is proceeding pursuant to the terms set out in the prospectus published on 13 March 2020. The Rights Issue is fully underwritten by a syndicate consisting of the same banks that have also underwritten a fully committed acquisition bridge facility of up to EUR 4.4 billion; this syndicate comprises of UBS, HSBC, BofA Securities, Citigroup, Commerzbank, Deutsche Bank, Morgan Stanley and Erste Group. ams has thus secured all necessary funding for completing the Public Offer.
Through its ongoing contact with investors since launch, ams has received positive feedback from a number of large existing shareholders who seek to exercise their subscription rights, as well as other investors who are looking to participate in the Rights Issue. Supported by the 99.6% shareholder vote at the Extraordinary General Meeting in January 2020, the Rights Issue will facilitate a long-term, sustainable capital structure commensurate with the combined business profile of ams and OSRAM post-closing.
ams benefits from a resilient cash flow profile and adjustable cost base. This, in combination with a strong liquidity position, ensures flexibility to address any immediate disruptions caused by
Covid-19. In line with the press release of 6 March 2020, ams reconfirms its financial expectations for the first quarter 2020 with revenues of USD 480-520 million and an adjusted operating (EBIT) margin of 19-21% while ams continues to actively monitor the impact of Covid-19 on its business operations.
"We are more convinced than ever of the compelling strategic logic and value creation potential of combining ams and OSRAM based on our ongoing interactions with OSRAM to prepare for post merger integration," says Alexander Everke, CEO of ams. "This logic is unaffected by the current capital market and end market environment attributable to Covid-19. We continue to receive positive feedback from our shareholders regarding the strategic rationale and the capital increase."
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Important notice:
This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer is made solely by means of, and on the basis of, a securities prospectus (including any amendments thereto, if any) approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, “FMA”) and published in Austria. An investment decision regarding any publicly offered securities of ams AG (“ams”) should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge from ams during usual business hours, or on the ams website.
This announcement is not for distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful.
The shares of ams 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 shares in the United States of America.
This announcement constitutes neither an offer to sell nor a solicitation to buy securities and does not constitute a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (“FinSA”) or Articles 652a and 1156 of the Swiss Code of Obligations (as such articles were in effect immediately prior to the entry into effect of FinSA) or Article 27 et seqq. of the SIX Swiss Exchange Listing Rules. The offer is made solely by means of, and on the basis of, the prospectus which is available free of charge, inter alia, from ams during regular business hours, or on the ams website. An investment decision regarding the publicly offered securities of ams should only be made on the basis of the prospectus.
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.