EANS-Adhoc: ams AG ams launches offering by way of private placement of approx. EUR 750 million convertible bonds due 2027; pre-announces third quarter results for ams business with revenues of USD 564 m ...
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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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Financing
27.10.2020
Premstaetten - NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA OR TO ANY US PERSONS, AND NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
ams launches offering by way of private placement of approx. EUR 750 million
convertible bonds due 2027; pre-announces third quarter results for ams business
with revenues of USD 564 million and adjusted EBIT margin of 23%, both towards
top end of expected range; expects further robust sequential growth for ams
business in fourth quarter with revenues of USD 650-690 million and firmly
higher operating profitability
* Final terms of the Offering to be announced after an accelerated bookbuilding
process expected to be finalised on 27 October 2020
* Planned transaction contributes to a diversified, long-term funding structure
maximizing financial flexibility for ams while paving the way towards full
integration of OSRAM
* Third quarter results for ams business show revenues of USD 564 million and
adjusted EBIT margin of 23%, both towards the top end of the expectation range
* Expecting strong ams business in the fourth quarter with expected revenues of
USD 650-690 million and adjusted EBIT margin of 24-27%, both firmly up
quarter-on-quarter
Premstaetten, Austria (27 October 2020) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces that its Management
Board has resolved today, with the consent of the Supervisory Board, the launch
of an offering by way of private placement (the "Offering") of approx. EUR 750
million of guaranteed convertible bonds due 2027 (the "Bonds"). The net proceeds
of the Bonds will be used for general corporate purposes. Prior to the
settlement of the issuance of the Bonds, ams will cancel out the existing bridge
facilities by using available cash. In addition to issuance of the Bonds, ams
has negotiated and agreed the terms of a new EUR 750 million bridge facility
with a consortium of banks to be entered into on or after the settlement of the
issuance of the Bonds.
The issuance of the Bonds and new bridge facility will together serve to secure
comprehensive funding to implement the domination and profit and loss transfer
agreement with OSRAM (following approval by the shareholders) as well as
subsequent steps in order to realize the full integration of OSRAM. In line with
ams' long-term funding strategy and prudent balance sheet management, the above-
mentioned transactions will complement the term profile of existing debt and
maximize financial flexibility for ams.
At this time, ams pre-announces third quarter 2020 results for the ams business
excluding OSRAM showing high quarter-on-quarter revenue growth to USD 564
million and very good profitability with an adjusted EBIT margin of 23%, both
towards the top end of the stated expectation range. These robust results were
particularly driven by continued strength in ams' consumer business despite the
macroeconomic effects of the Covid-19 pandemic and negative exchange rate
developments in the quarter.
ams also provides a financial outlook for the fourth quarter 2020 comprising the
ams business only, based on currently available information. ams sees strong
business momentum continuing in the fourth quarter given significant seasonal
ramps and resilient demand in ams' consumer business, notwithstanding the
ongoing global pandemic and related economic uncertainties. Improving demand
trends are taking hold in ams' automotive, industrial and medical businesses
comple-menting this development. ams therefore expects fourth quarter revenues
of USD 650-690 million for the ams business, up 19% sequentially and 2% year-on-
year at the midpoint, while adjusted EBIT margin is expected to grow
meaningfully quarter-on-quarter to 24-27% of revenues. ams will be fully
consolidating OSRAM as of the beginning of the third quarter 2020 and intends to
show OSRAM as a separate reporting segment. As previously announced, ams will
publish full consolidated third quarter results including OSRAM on 6 November
2020.
The Bonds will have a maturity of 7 years, will be issued at 100% of their
principal amount and, if not converted, will be redeemed at 100% of their
principal amount subject to the share redemption option in accordance with the
terms and conditions of the Bonds. The Bonds are expected to bear interest at a
rate between 1.875% and 2.375% per annum, payable semi-annually in arrear,
subject to a step-up if certain conditions are not satisfied.
The Bonds will be convertible into new or existing ordinary no par value bearer
shares equal to up to 10% of the current issued share capital. Subscription
rights of existing shareholders of ams to subscribe to the Bonds have been
excluded. The Bonds will be offered with a conversion premium of between 45% and
50% above the reference share price, being the volume-weighted average price of
the Shares on SIX Swiss Exchange between launch and pricing translated into EUR
at the prevailing exchange rate. ams will be entitled to redeem the Bonds at
their principal amount plus accrued interest in accordance with the terms and
conditions of the Bonds at any time (i) on or after 6 December 2024 if the price
of the ams share is equal to or exceeds 130% of the prevailing conversion price
over a certain period, or (ii) if 20% or less of the aggregate principal amount
of the Bonds remain outstanding.
Pricing is expected to take place later today following an accelerated
bookbuilding process with settlement on or around 3 November 2020. The Bonds
will be offered only to institutional investors outside the U.S. in reliance on
Regulation S (Category 2) under the United States Securities Act of 1933 as
amended, as well as outside Australia, Canada, Japan, South Africa or any other
jurisdiction in which offers or sales of the securities would be prohibited by
applicable law and will not be offered to any U.S. persons.
ams has agreed to a lock-up period expiring 90 days after the date on which the
Bonds are issued subject to customary exceptions. An application will be made
for the Bonds to be included on the Open Market segment (Freiverkehr) of the
Frankfurt Stock Exchange.
###
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 around 9,000 people globally and
serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss
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]
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.
Disclaimers
The Bonds may not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act ("FinSA") and no
application has or will be made to admit the Bonds to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. This
announcement does not constitute a prospectus pursuant to the FinSA or pursuant
to the Swiss Code of Obligations (as in effect immediately prior to the entry
into force of the FinSA) or pursuant to the listing rules of SIX Exchange
Regulation or any other trading venue in Switzerland.
This announcement may not be published, distributed or transmitted, directly or
indirectly, in the United States of America (including its territories and
possessions), Japan, Australia, South Africa or any other jurisdiction where
such announcement could be unlawful. The distribution of this announcement may
be restricted by law in certain jurisdictions and persons who are in possession
of this document or other information referred to herein should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer
to purchase, securities of the company or of any of its subsidiaries in the
United States of America, Germany, Austria or any other jurisdiction. Neither
this announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, an offer in any jurisdiction. The securities
offered will not be and have not been registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act") and may not be offered or sold in the
United States or to any U.S. person absent registration or an applicable
exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order")
or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high
net worth companies, unincorporated associations, etc. (all such persons
together being referred to as "Relevant Persons")). This document must not be
acted on, or relied upon, by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities
described in this announcement is directed exclusively at persons who are
"qualified investors" within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the UK. For these purposes, a "Retail Investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of
article 4(1) of MIFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling
the Bonds or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the EEA or the UK may be unlawful under
the PRIIPs Regulation.
No action has been taken that would permit an offering or an acquisition of the
securities or a distribution of this announcement in any jurisdiction where such
action would be unlawful. Persons into whose possession this announcement comes
are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement.
Investors should consult a professional advisor as to the suitability of the
placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of the company
("forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
"should" or, in each case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the current views,
expectations and assumptions of the management of the company and involve
significant known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in such statements. Forward-looking statements should not be read as
guarantees of future performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. Any forward-looking
statements included herein only speak as at the date of this release. We
undertake no obligation, and do not expect to publicly update, or publicly
revise, any of the information, forward-looking statements or the conclusions
contained herein or to reflect new events or circumstances or to correct any
inaccuracies which may become apparent subsequent to the date hereof, whether as
a result of new information, future events or otherwise. We accept no liability
whatsoever in respect of the achievement of such forward-looking statements and
assumptions.
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