EANS-Adhoc: ams AG
ams to launch takeover offer at ?38.50 per OSRAM share
following waiver of standstill
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Mergers - Acquisitions - Takeovers
21.08.2019
Premstaetten - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
ams to launch takeover offer at EUR38.50 per OSRAM share following waiver of
standstill
* Offer expected to commence prior to expiry of the offer from Bain Capital and
The Carlyle Group on 5 September 2019
* ams and OSRAM can create a global leader in sensor solutions and photonics
with tangible benefits for customers
* Agreed cooperation agreement between ams and OSRAM, supporting close co-
operation among stakeholders
Premstaetten, Austria (21 August 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, is pleased to announce that OSRAM
Licht AG ("OSRAM") has waived the standstill agreement entered into by ams AG
("ams") and OSRAM on 4 June 2019 following the receipt of ams' proposal on 11
August 2019. This now enables ams to formally launch the takeover offer for
OSRAM (the "Offer") pursuant to the terms announced on 11 August 2019. The Offer
period is expected to commence prior to 5 September 2019 when the offer from
Bain Capital and The Carlyle Group would have expired.
ams and OSRAM have entered into a cooperation agreement ("CA"). The management
of ams is convinced, together with the management of OSRAM, that creating a
global leader in sensor solutions and photonics delivers tangible benefits for
customers. In addition, both management teams share the conviction that close
co-operation among stakeholders is critically important in combining the two
companies and delivering sustained success. The management of ams is confident
that combining the two companies on this basis will create significant value.
"We are pleased to launch the takeover offer which will enable the compelling
combination of ams and OSRAM. Our strategy is built around growth for which a
highly qualified workforce and a long-term commitment to Germany are essential.
We look forward to leveraging the expertise and experience of OSRAM's employees
in all areas," says Alexander Everke, CEO of ams.
The CA includes protective covenants for OSRAM employees and manufacturing sites
in Germany. Amongst other provisions, ams will continue existing shop agreements
(Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and
similar agreements in Germany, including the "Eckpunktepapier Zukunftskonzept
Deutschland" entered into with IG Metall and OSRAM's workforce representatives
in July 2017. In addition, ams will continue operating the German production
sites for a minimum period of 3 years (Standortsicherung) and Munich as a co-
headquarter of the combined group alongside Premstaetten with a meaningful
presence for global corporate functions.
A summary of the CA will be included in the Offer document.
###
About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs about 9,000 people globally and serves
more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock
exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]
Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/
/www.youtube.com/user/amsAnalog]
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares in OSRAM ("OSRAM Shares"). The terms and further provisions
regarding the Offer by Opal BidCo GmbH, a wholly-owned subsidiary of ams, to the
shareholders of OSRAM will be set forth in the offer document which will be
published following approval of its publication by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Holders
of OSRAM Shares are strongly recommended to read any such offer document and to
seek independent advice, where appropriate, in relation to the matters therein.
Moreover, this announcement is neither an offer to sell nor a solicitation of an
offer to purchase shares in ams.
The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany and Switzerland may be
restricted by law. Persons who are resident in, or are subject to, other
jurisdictions should inform themselves of, and observe, any applicable
requirements.
The Offer will be made in the United States of America in reliance on, and
compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the
"Exchange Act") and Regulation 14E thereunder, as exempted thereunder by Rule
14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance
with German market practice, Opal BidCo GmbH or brokers acting on its behalf
may, outside of the United States of America and in compliance with applicable
law, from time to time make certain purchases of, or arrangements to purchase,
directly or indirectly, OSRAM Shares or any securities that are immediately
convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than
pursuant to the Offer, before, during or after the period in which the Offer
will remain open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases would be disclosed as required by law or
regulation in Germany or other relevant jurisdictions.
The shares of ams have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act") 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. There will be no public offering of shares in the United States.
This announcement may contain statements about ams and/or its subsidiaries
(together the "ams Group") or OSRAM and/or its subsidiaries (together the "OSRAM
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 and OSRAM Group operate and the outcome or impact of
the acquisition and related matters on ams Group and/or OSRAM 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.
ams is a registered trademark of ams AG. In addition many of our products and
services are registered or filed trademarks of ams Group. All other company or
product names mentioned herein may be trademarks or registered trademarks of
their respective owners. Information provided in this press release is accurate
at time of publication and is subject to change without advance notice.
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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issuer: ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange
language: English
Original content of: ams AG, transmitted by news aktuell