Press release
- Increased price reflects a premium of 42% to undisturbed OSRAM share price (EUR 28.92) and an increase of EUR 2.50 per share to the previous offer of EUR 38.50
- Significantly better, secure and immediately actionable transaction for OSRAM shareholders compared to speculating on an uncertain Indicative Third Party Offer
- EUR 4.4bn committed bridge facility and EUR 1.6 bn underwritten equity issuance, resulting in pro-forma Dec-2019 net debt/EBITDA ratio of 4.5x or 3.4x adjusted for runrate synergies
- Takeover offer comes with holistic protective covenants for OSRAM employees and German manufacturing sites, in excess of commitments indicated by Indicative Third Party Offer
- All other terms and conditions of the takeover offer remain unchanged compared to the offer document published on 3 September 2019, including 62.5% acceptance threshold
- ams urges all OSRAM shareholders to tender their shares prior to 1 October 2019
Premstaetten, Austria (27 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, acknowledges the announcement by OSRAM Licht AG ("OSRAM") dated 25 September 2019 with respect to the indicative offer from Advent and Bain Capital (the "Indicative Third Party Offer"). ams notes that the Indicative Third Party Offer remains uncertain as it is subject to, amongst other things, confirmatory due diligence over the coming weeks, conclusion on a new committed financing structure and final investment committee approval.
In consideration of the Indicative Third Party Offer, ams is pleased to announce that it has increased the price of its all-cash takeover offer for 100% of the share capital of OSRAM to EUR 41.00 per OSRAM share (the "Best and Final Offer"). All other terms and conditions of the Best and Final Offer remain unchanged compared to the offer document published by ams on 3 September 2019 as amended by the offer amendment of 16 September 2019 given that the price increase results from a purchase of an OSRAM share at EUR 41.00. The offer continues to expire on 1 October 2019, 24:00 CEST.
"We enable OSRAM shareholders to benefit from our Best and Final Offer at significantly improved terms and we seek to put an end to any speculation about an uncertain Indicative Third Party Offer," said Alexander Everke, CEO of ams. "The Best and Final Offer is immediately actionable and is highly attractive for all of OSRAM's stakeholders whilst consistent with the M&A criteria of ams. Our strategic vision is to create a global technology leader in sensor solutions and photonics. We have provided comprehensive commitments aimed at safeguarding employees and production facilities of OSRAM in Germany and have carefully planned the successful integration of both companies. We offer a superior proposal to all stakeholders, including the OSRAM employees, given our strategic vision, higher growth, better cash flows and lower cost of capital, which compared to the Indicative Third Party Offer translates into a stronger company."
ams has entered into a Cooperation Agreement with the Management and Supervisory Board of OSRAM which includes binding, comprehensive commitments aimed at safeguarding OSRAM employees and manufacturing sites in Germany. ams will
- Continue to operate OSRAM’s existing German production sites – Regensburg, Berlin, Schwabmünchen, Herbrechtingen, Traunreut, Eichstätt – for a minimum period of 3 years (Standortsicherung)
- Create jobs in manufacturing and engineering in Germany given the strategic nature of the Best and Final Offer
- Designate Munich to serve as a co-headquarter of the combined group with a meaningful presence for global corporate functions
- Continue existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and similar agreements in Germany, including the “Eckpunktepapier Zukunftskonzept Deutschland” entered into with IG Metall and OSRAM’s workforce representatives in July 2017
- Ensure existing pension plans will remain unchanged
In addition, ams’ concept for the successful integration of both companies encompasses the OSRAM stakeholders, including unions and employee representatives. Taken together, these commitments go beyond the indications of the Indicative Third Party Offer.
The financing of the Best and Final Offer has been secured through a EUR 4.4 billion bridge facility fully underwritten by HSBC, UBS and BAML which will be refinanced through a combination of equity and debt issuances. ams intends to raise EUR 1.6 billion (issue currency CHF) of new equity, which is fully underwritten by HSBC and UBS, primarily in the form of a rights issue and other equity-linked instruments. Pro-forma for the equity issuance, ams expects that the Transaction will result in a pro-forma Dec-2019 leverage of approximately 4.5x net debt/EBITDA or approximately 3.4x net debt/EBITDA adjusted for run-rate cost and revenue synergies. ams expects to quickly achieve significantly lower leverage levels based on the expected strong cash flows profile of the combined group.
The Best and Final Offer will expire on 1 October 2019, 24:00 CEST.
- Increased price reflects a premium of 42% to undisturbed OSRAM share price (EUR 28.92) and an increase of EUR 2.50 per share to the previous offer of EUR 38.50
- Significantly better, secure and immediately actionable transaction for OSRAM shareholders compared to speculating on an uncertain Indicative Third Party Offer
- EUR 4.4bn committed bridge facility and EUR 1.6 bn underwritten equity issuance, resulting in pro-forma Dec-2019 net debt/EBITDA ratio of 4.5x or 3.4x adjusted for runrate synergies
- Takeover offer comes with holistic protective covenants for OSRAM employees and German manufacturing sites, in excess of commitments indicated by Indicative Third Party Offer
- All other terms and conditions of the takeover offer remain unchanged compared to the offer document published on 3 September 2019, including 62.5% acceptance threshold
- ams urges all OSRAM shareholders to tender their shares prior to 1 October 2019
Premstaetten, Austria (27 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, acknowledges the announcement by OSRAM Licht AG ("OSRAM") dated 25 September 2019 with respect to the indicative offer from Advent and Bain Capital (the "Indicative Third Party Offer"). ams notes that the Indicative Third Party Offer remains uncertain as it is subject to, amongst other things, confirmatory due diligence over the coming weeks, conclusion on a new committed financing structure and final investment committee approval.
In consideration of the Indicative Third Party Offer, ams is pleased to announce that it has increased the price of its all-cash takeover offer for 100% of the share capital of OSRAM to EUR 41.00 per OSRAM share (the "Best and Final Offer"). All other terms and conditions of the Best and Final Offer remain unchanged compared to the offer document published by ams on 3 September 2019 as amended by the offer amendment of 16 September 2019 given that the price increase results from a purchase of an OSRAM share at EUR 41.00. The offer continues to expire on 1 October 2019, 24:00 CEST.
"We enable OSRAM shareholders to benefit from our Best and Final Offer at significantly improved terms and we seek to put an end to any speculation about an uncertain Indicative Third Party Offer," said Alexander Everke, CEO of ams. "The Best and Final Offer is immediately actionable and is highly attractive for all of OSRAM's stakeholders whilst consistent with the M&A criteria of ams. Our strategic vision is to create a global technology leader in sensor solutions and photonics. We have provided comprehensive commitments aimed at safeguarding employees and production facilities of OSRAM in Germany and have carefully planned the successful integration of both companies. We offer a superior proposal to all stakeholders, including the OSRAM employees, given our strategic vision, higher growth, better cash flows and lower cost of capital, which compared to the Indicative Third Party Offer translates into a stronger company."
ams has entered into a Cooperation Agreement with the Management and Supervisory Board of OSRAM which includes binding, comprehensive commitments aimed at safeguarding OSRAM employees and manufacturing sites in Germany. ams will
- Continue to operate OSRAM’s existing German production sites – Regensburg, Berlin, Schwabmünchen, Herbrechtingen, Traunreut, Eichstätt – for a minimum period of 3 years (Standortsicherung)
- Create jobs in manufacturing and engineering in Germany given the strategic nature of the Best and Final Offer
- Designate Munich to serve as a co-headquarter of the combined group with a meaningful presence for global corporate functions
- Continue existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and similar agreements in Germany, including the “Eckpunktepapier Zukunftskonzept Deutschland” entered into with IG Metall and OSRAM’s workforce representatives in July 2017
- Ensure existing pension plans will remain unchanged
In addition, ams’ concept for the successful integration of both companies encompasses the OSRAM stakeholders, including unions and employee representatives. Taken together, these commitments go beyond the indications of the Indicative Third Party Offer.
The financing of the Best and Final Offer has been secured through a EUR 4.4 billion bridge facility fully underwritten by HSBC, UBS and BAML which will be refinanced through a combination of equity and debt issuances. ams intends to raise EUR 1.6 billion (issue currency CHF) of new equity, which is fully underwritten by HSBC and UBS, primarily in the form of a rights issue and other equity-linked instruments. Pro-forma for the equity issuance, ams expects that the Transaction will result in a pro-forma Dec-2019 leverage of approximately 4.5x net debt/EBITDA or approximately 3.4x net debt/EBITDA adjusted for run-rate cost and revenue synergies. ams expects to quickly achieve significantly lower leverage levels based on the expected strong cash flows profile of the combined group.
The Best and Final Offer will expire on 1 October 2019, 24:00 CEST.
No comments:
Post a Comment