EANS-Adhoc: ams AG ams announces acceptance threshold for ams? takeover offer for OSRAM is satisfied
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Mergers - Acquisitions - Takeovers
06.12.2019
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 announces acceptance threshold for ams' takeover offer for OSRAM is
satisfied
* ams has today exceeded the minimum acceptance threshold of 55%
* Additional acceptance period to run from 11 until 24 December, 24.00 CET
* ams looks forward to working closely with the OSRAM management team and all
OSRAM and ams stakeholders to realize shared goal of a global leader in sensor
solutions and photonics
* ams intends to invite its shareholders to an EGM to be held in January 2020 to
authorize the proposed equity capital raising
Premstaetten, Austria (6 December 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, is pleased to announce that today
the acceptance threshold of 55% for its all-cash takeover offer for OSRAM Licht
AG ("OSRAM") (the "Offer") announced on 7 November 2019 has been satisfied. The
period in which acceptances can continue to be booked into the Offer continues
until Monday, 9 December 2019 and the final results of the Offer will be
published on Tuesday, 10 December 2019.
"We are pleased to announce that we have been successful in achieving the
minimum acceptance threshold in our Offer for OSRAM," says Alexander Everke, CEO
of ams. "We would like to thank OSRAM shareholders for placing their trust in us
and understanding the compelling strategic and industrial logic of the
transaction. We look forward to creating a European based global leader in
sensor solutions and photonics through the combination of ams and OSRAM. Based
on this shared objective, we will work closely with the OSRAM management team
and all OSRAM and ams stakeholders to make the combination a resounding success
and create a strong path forward for OSRAM and ams. OSRAM shareholders who have
not yet tendered their shares can still do so during the additional acceptance
period, ending on 24 December 2019."
"Following ams' successful takeover bid for OSRAM, we can now jointly establish
a world class photonics and sensor champion," said Olaf Berlien, CEO of OSRAM
Licht AG.
Further steps to implement the transaction are expected to commence in the very
near future and ams continues to expect the closing of the transaction in the
first half of 2020. ams intends to invite its shareholders to an Extraordinary
General Meeting ("EGM") to be held in January 2020, to resolve on the proposed
equity capital raising in conjunction with the Offer. Subject to such
resolution, ams currently expects to execute the equity capital raising in a
timely manner. Further details on the transaction will be communicated in due
course.
###
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 ams Offer GmbH, a wholly-owned subsidiary of ams, to the
shareholders of OSRAM are set forth in the offer document. Holders of OSRAM
Shares are strongly recommended to read the offer document and to seek
independent advice, where appropriate, in relation to the matters included
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, ams Offer 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