EANS-Adhoc: ams AG ams and OSRAM conclude Domination and Profit and Loss Transfer Agreement
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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
22.09.2020
Premstaetten -
* Domination and Profit and Loss Transfer Agreement ("DPLTA") enables ams to
implement strategy to create a global leader in sensor solutions and photonics
* Under the terms of the DPLTA, cash compensation amounts to EUR 44.65 per share
and annual recurring compensation to a net amount of EUR 2.24 per share (net
after current corporation tax and solidarity surcharge rates), respectively
* DPLTA requires consent of 75% of votes present at the extraordinary general
meeting of OSRAM to be held on 3 November 2020
* ams currently holds approx. 71% of the shares outstanding in OSRAM and is
confident to secure approval
Premstaetten, Austria (22 September 2020) -- ams AG (SIX: AMS), a leading
worldwide supplier of high performance sensor solutions, announces that today
ams Offer GmbH, a wholly-owned subsidiary of ams, concluded as the controlling
company a DPLTA pursuant to sections 291 et seqq. of the German Stock
Corporation Act ("AktG") with OSRAM Licht AG ("OSRAM") as the controlled
company. ams currently holds a direct shareholding of approx. 71% in OSRAM.
"We are very pleased to conclude the DPLTA with OSRAM," said Alexander Everke,
CEO of ams. "Implementing the DPLTA will enable the swift and successful
integration of ams and OSRAM into a combined company that offers profitable
growth for the long term. This important step makes us confident to deliver on
our strategy to create a global leader in sensor solutions and photonics,
grounded in our European heritage."
The DPLTA still requires the approval by a majority of at least 75% of the votes
present at the extraordinary general meeting ("EGM") of OSRAM, which is expected
to be held virtually on 3 November 2020, as well as subsequent registration by
the relevant court. Supported by its direct shareholding, ams is confident to
secure the approval at the EGM.
As part of the DPLTA, ams is offering to acquire the shares of the outside OSRAM
shareholders in return for a cash compensation of EUR 44.65 per share, pursuant
to section 305 AktG. The DPLTA also contains an annual recurring compensation
payment for the outside OSRAM shareholders in the net amount of EUR 2.24 per
share (net after current corporation tax and solidarity surcharge rates). It is
the net amount of EUR 2.24 per share that will be paid out to the OSRAM
shareholders subject to personal tax.
The cash compensation and recurring compensation reflect the corresponding
valuation derived through the IDW-S1 analysis performed by
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft ("PwC") as jointly
appointed independent valuation expert which has subsequently been confirmed by
the court-appointed auditor, Ebner Stolz GmbH & Co. KG,
Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft ("Ebner Stolz").
The DPLTA, the joint report of the Management Boards of ams Offer GmbH and
OSRAM, including the expert opinion of PwC, and the audit report of the court-
appointed auditor, Ebner Stolz, will be made available on both company websites
upon publication of the invitation to the EGM of OSRAM.
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
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