Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange
ams OSRAM announces the successful pricing of an upsized offering of senior notes, bringing forward the final component of its previously announced holistic financing plan
Premstaetten, Austria and Munich, Germany (16 November 2023) – ams OSRAM (SIX: AMS) announced today the successful pricing of EUR 1 billion (equivalent) senior notes, comprising EUR 625 million aggregate principal amount of senior unsecured notes due March 2029 at a coupon of 10.5% per annum and of USD 400 million aggregate principal amount of senior unsecured notes due March 2029 at a coupon of 12.25% per annum (collectively, the "Notes"), which was upsized due to strong demand, as part of its financing plan presented on 27 September 2023.
The offering of the Notes is expected to close and the Notes are expected to be issued on or around 30 November 2023. The proceeds from the offering of the Notes will initially be deposited into segregated accounts. Upon their release from such accounts following the closing of the proposed rights offering, ams OSRAM intends to use the proceeds from the offering of the Notes, together with the proceeds of the rights offering and the sale and leaseback of the Group’s new Kulim 8-inch facility announced on 30 October 2023, to redeem in full its outstanding USD 450,000,000 7% Senior Notes due 2025 and EUR 850,000,000 6% Senior Notes due 2025, repay amounts outstanding under certain bank facilities, fund general corporate purposes, and pay related fees and expenses.
The additional proceeds from the upsize bring forward the final component of ams OSRAM’s previously announced holistic financing plan, and the company therefore expects that the previously planned additional EUR 200 million (equivalent) financings originally expected to be completed in 2024 will no longer be required.
ams OSRAM also announces today that it has entered into an agreement to extend the maturity of its EUR 100 million overdraft facility with COMMERZBANK Aktiengesellschaft to June 2026, which is expected to take effect following closing its planned rights offering.
This ad hoc announcement is for informational purposes only and does not constitute an offer for sale or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in the United States, Australia, Canada or Japan, or any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act") or the securities laws of any state of the United States or any other jurisdiction, and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws or laws of other jurisdictions. There will be no public offering of Notes in the United States.
European Economic Area (“EEA”) - 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 “EU Prospectus Regulation”). The offer and sale of the Notes will be made pursuant to an exemption under the EU Prospectus Regulation, from the requirement to publish a prospectus for offers of securities.
EEA Manufacturer target market (MIFID II product governance) for the Notes is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) has been prepared as it will not be made available to retail investors in EEA.
United Kingdom (“UK”) - This announcement does not constitute and shall not, in any circumstances, constitute an offering to any retail investor in the UK. The offer and sale of the Notes will be made pursuant to an exemption under Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and the Financial Services and Markets Act 2000 (“FSMA”), from the requirement to publish a prospectus for offers of securities.
UK Manufacturer target market (UK MiFIR product governance) for the Notes is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as it will not be made available to retail investors in UK.
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.
The investments to which this announcement relates are directed at, only (1) non-U.S. persons who are located outside the United States and (a) if located in a Member State of the EEA, persons who are qualified investors (as defined in the EU Prospectus Regulation); (b) if located in the UK, (i) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) persons to whom an invitation or inducement to engage in an investment activity within the meaning of Section 21 of the FSMA 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-OSRAM AG (the “Company,” and together with its subsidiaries, the “Group”) or the Group that are or may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “plans”, “targets”, “aims”, “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and similar expressions. These forward-looking statements reflect, at the time made, the Group’s beliefs, intentions and current targets/aims concerning, among other things, the Company’s or the Group’s results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; economic outlook and industry trends; developments of the Company’s or the Group’s markets; and the strength of the Company’s or any other member of the Group’s competitors. 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. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Group’s records and other data available from third parties. Although the Group believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in this announcement by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in the Group’s expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.
In connection with the offering of the Notes, the stabilizing managers (or any person acting on behalf of either stabilizing manager) may, to the extent permissible by applicable law, over-allot Notes or effect transactions with a view to stabilizing or maintaining the market price of the respective series of Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing managers will undertake any such stabilization action. Any stabilization action, if commenced, may begin on or after the date of adequate public disclosure of the final terms of the offer of the Notes and may be ended at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Notes and 60 calendar days after the date of the allotment of the respective series of Notes. Any stabilization action or over-allotment must be conducted by either stabilizing manager (or a person acting on behalf of either stabilizing manager) in accordance with all applicable laws and rules.