Premstaetten, Austria (31 March 2020) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that a total of 189,869,454 ordinary no-par value bearer shares with full dividend rights as of 1 January 2019 were offered to ams' existing shareholders at an issue price of CHF 9.20 per share (the “Offered Shares”) as part of the ordinary share capital increase with subscription rights which was approved at ams' extraordinary general meeting on 24 January 2020 (the “Rights Issue”).
The rights exercise period was completed on 30 March 2020 and subscription rights for 117,451,512 new shares were exercised, corresponding to 62% of the 189,869,454 Offered Shares. The remaining 72,417,942 new shares for which the rights have not been exercised at the completion of the rights exercise period, are being offered to the market by way of a public offering in Switzerland and Austria as well as private placements in certain jurisdictions outside Switzerland and Austria in compliance with applicable securities laws.
Due to a Covid-19 related closure of courts in Austria on selected weekdays, the registration of the Offered Shares and therefore the closing of the Rights Issue will need to be shifted by one day. As a result, listing and first day of trading of the new shares on the SIX Swiss Exchange is expected on or around 3 April 2020. Delivery of the new shares against payment of the offer price is expected for 3 April 2020.
Upon closing of the Rights Issue, ams will receive gross proceeds of approx. CHF 1.75 billion (approx. EUR 1.65 billion) which will be used to partially refinance the acquisition of OSRAM Licht AG, including related costs.
After closing of the Rights Issue, the registered share capital of ams will amount to
EUR 274,289,280, divided into 274,289,280 non-par value bearer shares.
This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any public offer has been 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 communication does not constitute an "offer of securities to the public" within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation) of the securities referred to herein in any member state of the European Economic Area (the EEA). Any offers of the securities referred to in this announcement to persons in the EEA is made pursuant to an exemption under the Prospectus Regulation, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.
In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.
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.