EANS-Adhoc: ams Offer GmbH Announcement of the decision to make a voluntary
public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to
section 10 para. 1 ...
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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
18.10.2019
Frankfurt am Main -
Convenience Translation
- Only the German version is legally binding -
Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in
conjunction with sections 29 para. 1, 34 of the German Securities Acquisition
and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
Bidder:
ams Offer GmbH (currently still operating under Blitz F19-566 GmbH)
c/o Youco24 Business Center
Kennedyallee 109
60596 Frankfurt am Main
Germany
registered with the commercial register of the local court (Amtsgericht) of
Frankfurt am Main under HRB 116376
Target:
OSRAM Licht AG
Marcel-Breuer-Straße 6
80807 München
Germany
registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 199675
ISIN: DE000LED4000
ams Offer GmbH (currently still operating under Blitz F19-566 GmbH) (the
"Bidder"),a wholly owned subsidiary of ams AG, Premstätten, Austria, decided
today to make a voluntary public takeover offer to the shareholders of OSRAM
Licht AG (the "Takeover Offer") for the acquisition of their no-par-value
registered shares (auf den Namen lautende nennwertlose Stückaktien) in OSRAM
Licht AG (DE000LED4000; the "OSRAM Shares"). The Bidder intends to offer a cash
consideration in the amount of EUR 41.00 per OSRAM Share.
The Bidder expects to make the Takeover Offer subject to completion conditions
relating to certain regulatory proceedings, a minimum acceptance threshold of
50% of all issued OSRAM Shares plus one OSRAM Share and other customary closing
conditions.
The offer document for the Takeover Offer (in German and a non-binding English
translation) containing the detailed terms and conditions of, and other
information relating to, the Takeover Offer, respectively, will be published on
the internet at
www.offer-ams-osram.de.
The offer document for the Takeover Offer will also be published by way of a
notice of availability in the German Federal Gazette (Bundesanzeiger) and will
be accessible on the website of the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell OSRAM Shares. The terms and further provisions regarding the Takeover
Offer by the Bidder to the shareholders of OSRAM Licht AG will be set forth in
the offer document which will be published following approval of its publication
by BaFin. Holders of OSRAM Shares are strongly recommended to read the 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 Takeover Offer will be made in the United States of America in reliance on,
and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 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, the Bidder, its affiliates and/or brokers acting on
their 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 Takeover Offer, before, during or after the
period in which the Takeover 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 would 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.
Frankfurt am Main, 18 October 2019
ams Offer GmbH (currently still operating under Blitz F19-566 GmbH)
The Managing Director
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 Offer GmbH
Kennedyallee 109 / c/o Youco Business Center
D-60596 Frankfurt am Main
phone: +43 3136 500 32605
FAX:
mail: investor@ams.com
WWW:
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange, Frankfurt, Xetra
language: English
