EANS-Adhoc: ams AG ams offer for OSRAM did not achieve minimum acceptance
threshold; ams remains committed to pursue the acquisition of OSRAM
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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
04.10.2019
Premstaetten -
* Minimum acceptance threshold of 62.5% not achieved
* ams largest shareholder in OSRAM with a direct shareholding of 19.99%
* ams committed to continue pursuing the acquisition of OSRAM to create a global
leader in sensor solutions and photonics
Premstaetten, Austria (4 October 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces that the minimum
acceptance threshold of 62.5% required in conjunction with the all-cash takeover
offer for OSRAM Licht AG ("OSRAM") announced on 3 September 2019 ("ams Offer")
was not achieved. The final acceptances level was 51.6%.
As a result of purchases prior to the expiry of the ams Offer, ams is currently
the largest shareholder in OSRAM with a direct shareholding of 19.99%. ams will
not exceed this current direct shareholding of 19.99% before having obtained
required merger control and other regulatory clearances.
ams continues to view the combination of ams and OSRAM as strategically
compelling given that it would enable the creation of a global leader in sensor
solutions and photonics. To this effect and supported by ams shareholders, ams
continues to explore strategic options to pursue the acquisition of OSRAM, on
the basis of its shareholding position, as this will translate into a stronger
combined company.
"While the highly attractive ams Offer for OSRAM at a full valuation was not
successful, the strategic logic and the significant advantages of combining ams
and OSRAM are unchanged," said Alexander Everke, CEO of ams. "Our vision with
OSRAM is to create a global leader in sensor solutions and photonics built
around European technology, which will ensure that Europe remains at the
forefront of optical technology globally. We intend to leverage our position as
OSRAM's largest shareholder in a dialog with OSRAM as we continue to pursue the
full acquisition of the company, securing a solid future for OSRAM."
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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 were set forth in the offer document published on 3
September 2019 as amended on 16 September 2019. 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 was 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).
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