EANS-Adhoc: ams AG ams presents best and final takeover offer for OSRAM at EUR
41.00 per share expiring on 1 October
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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
27.09.2019
Premstaetten -
* Increased price reflects a premium of 42% to undisturbed OSRAM share price
(EUR 28.92) and an increase of EUR 2.50 per share to the previous offer of EUR
38.50
* Significantly better, secure and immediately actionable transaction for OSRAM
shareholders compared to speculating on an uncertain Indicative Third Party
Offer
* EUR 4.5bn committed bridge facility and EUR 1.6 bn underwritten equity
issuance, resulting in pro-forma Dec-2019 net debt/EBITDA ratio of 4.5x or
3.4x adjusted for run-rate synergies
* Takeover offer comes with holistic protective covenants for OSRAM employees
and German manufacturing sites, in excess of commitments indicated by
Indicative Third Party Offer
* All other terms and conditions of the takeover offer remain unchanged compared
to the offer document published on 3 September 2019, including 62.5%
acceptance threshold
* ams urges all OSRAM shareholders to tender their shares prior to 1 October
2019
Premstaetten, Austria (27 September 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, acknowledges the announcement by
OSRAM Licht AG ("OSRAM") dated 25 September 2019 with respect to the indicative
offer from Advent and Bain Capital (the "Indicative Third Party Offer"). ams
notes that the Indicative Third Party Offer remains uncertain as it is subject
to, amongst other things, confirmatory due diligence over the coming weeks,
conclusion on a new committed financing structure and final investment committee
approval.
In consideration of the Indicative Third Party Offer, ams is pleased to announce
that it has increased the price of its all-cash takeover offer for 100% of the
share capital of OSRAM to EUR 41.00 per OSRAM share (the "Best and Final
Offer"). All other terms and conditions of the Best and Final Offer remain
unchanged compared to the offer document published by ams on 3 September 2019 as
amended by the offer amendment of 16 September 2019 given that the price
increase results from a purchase of an OSRAM share at EUR 41.00. The offer
continues to expire on 1 October 2019, 24:00 CEST.
"We enable OSRAM shareholders to benefit from our Best and Final Offer at
significantly improved terms and we seek to put an end to any speculation about
an uncertain Indicative Third Party Offer," said Alexander Everke, CEO of ams.
"The Best and Final Offer is immediately actionable and is highly attractive for
all of OSRAM's stakeholders whilst consistent with the M&A criteria of ams. Our
strategic vision is to create a global technology leader in sensor solutions and
photonics. We have provided comprehensive commitments aimed at safeguarding
employees and production facilities of OSRAM in Germany and have carefully
planned the successful integration of both companies. We offer a superior
proposal to all stakeholders, including the OSRAM employees, given our strategic
vision, higher growth, better cash flows and lower cost of capital, which
compared to the Indicative Third Party Offer translates into a stronger
company."
ams has entered into a Cooperation Agreement with the Management and Supervisory
Board of OSRAM which includes binding, comprehensive commitments aimed at
safeguarding OSRAM employees and manufacturing sites in Germany. ams will
* Continue to operate OSRAM's existing German production sites - Regensburg,
Berlin, Schwabmünchen, Herbrechtingen, Traunreut, Eichstätt - for a minimum
period of 3 years (Standortsicherung)
* Create jobs in manufacturing and engineering in Germany given the strategic
nature of the Best and Final Offer
* Designate Munich to serve as a co-headquarter of the combined group with a
meaningful presence for global corporate functions
* 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
* Ensure existing pension plans will remain unchanged
In addition, ams' concept for the successful integration of both companies
encompasses the OSRAM stakeholders, including unions and employee
representatives. Taken together, these commitments go beyond the indications of
the Indicative Third Party Offer.
The financing of the Best and Final Offer has been secured through a EUR 4.4
billion bridge facility fully underwritten by HSBC, UBS and BAML which will be
refinanced through a combination of equity and debt issuances. ams intends to
raise EUR 1.6 billion (issue currency CHF) of new equity, which is fully
underwritten by HSBC and UBS, primarily in the form of a rights issue and other
equity-linked instruments. Pro-forma for the equity issuance, ams expects that
the Transaction will result in a pro-forma Dec-2019 leverage of approximately
4.5x net debt/EBITDA or approximately 3.4x net debt/EBITDA adjusted for run-rate
cost and revenue synergies. ams expects to quickly achieve significantly lower
leverage levels based on the expected strong cash flows profile of the combined
group.
The Best and Final Offer will expire on 1 October 2019, 24:00 CEST.
###
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 are set forth in the offer document published on 3
September 2019 as amended on 16 September 2019. 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 is 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 will 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