Uniper: “Will analyze the matter taking into consideration the interests of the company”

Press release of Uniper SE of 8 October 2019

Uniper's major shareholder Fortum announced today that it has entered into agreements with shareholders Elliott and Knight Vinke to acquire in excess of 20.5 percent of the shares in Uniper. Upon closing of the transaction, Fortum's stake in Uniper would increase to more than 70.5 percent. The closing of the transaction is subject to the approvals of the regulatory authorities in Russia and the US, which Fortum expects to receive by the end of the first quarter of 2020.

A Uniper spokesman explains: “Our major shareholder Fortum has announced its plan for Uniper. Conversations with the management of Fortum have been going on and we expect these to continue. Our business is solid, and our focus has always been to find solutions that offer the best perspectives for the Uniper employees, our business and customers, our shareholders and partners.”

Once new results are available, Uniper will report accordingly.

About Uniper

Uniper is a leading international energy company with activities in more than 40 countries and around 11,000 employees globally. Its business is the secure provision of energy and related services. Its main activities include power generation in Europe and Russia as well as global energy trading. The company is headquartered in Düsseldorf, Germany.

ams offer for OSRAM did not achieve minimum acceptance threshold; ams remains committed to pursue the acquisition of OSRAM

Press release of 4 October 2019

- Minimum acceptance threshold of 62.5% not achieved 

- ams largest shareholder in OSRAM with a direct shareholding of 19.99% 

- ams committed to continue pursuing the acquisition of OSRAM to create a global leader in sensor solutions and photonics 

Premstaetten, Austria (4 October 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that the minimum acceptance threshold of 62.5% required in conjunction with the all-cash takeover offer for OSRAM Licht AG ("OSRAM") announced on 3 September 2019 ("ams Offer") was not achieved. The final acceptances level was 51.6%.

As a result of purchases prior to the expiry of the ams Offer, ams is currently the largest shareholder in OSRAM with a direct shareholding of 19.99%. ams will not exceed this current direct shareholding of 19.99% before having obtained required merger control and other regulatory clearances.

ams continues to view the combination of ams and OSRAM as strategically compelling given that it would enable the creation of a global leader in sensor solutions and photonics. To this effect and supported by ams shareholders, ams continues to explore strategic options to pursue the acquisition of OSRAM, on the basis of its shareholding position, as this will translate into a stronger combined company.

“While the highly attractive ams Offer for OSRAM at a full valuation was not successful, the strategic logic and the significant advantages of combining ams and OSRAM are unchanged,” said Alexander Everke, CEO of ams. “Our vision with OSRAM is to create a global leader in sensor solutions and photonics built around European technology, which will ensure that Europe remains at the forefront of optical technology globally. We intend to leverage our position as OSRAM's largest shareholder in a dialog with OSRAM as we continue to pursue the full acquisition of the company, securing a solid future for OSRAM.”

ams AG buys further 4.74 % of the share capital of OSRAM

Opal BidCo GmbH

Frankfurt am Main, Germany 

Announcement pursuant to section 23 para. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) 

On 3 September 2019, Opal BidCo GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of OSRAM Licht AG, Munich, Germany, to acquire their no-par value registered shares (ordinary shares) in OSRAM Licht AG (ISIN DE000LED4000) (the “OSRAM Shares”) against payment of a cash consideration of initially EUR 38.50 per OSRAM Share (the “Takeover Offer”). On 27 September 2019, ams AG, a person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, entered into an agreement on the purchase of 100 OSRAM Shares outside of the Takeover Offer at a purchase price of EUR 41.00 per OSRAM Share (the “Parallel Purchase”). As a result of this Parallel Purchase, the offer consideration under the Takeover Offer has increased from EUR 38.50 to EUR 41.00 per OSRAM Share pursuant to section 31 para. 4 WpÜG. The acceptance period of the Takeover Offer expired on 1 October 2019, 24:00 hours (local time Frankfurt am Main, Germany).

On 1 October 2019, ams AG, a person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, entered into agreements on the purchase of 4,589,824 OSRAM Shares outside of the Takeover Offer. This corresponds to approx. 4.74 % of the share capital and the voting rights in OSRAM Licht AG. The purchase agreements will be settled on 4 October 2019.

The average purchase price amounted to EUR 40.93 per OSRAM Share, the maximum purchase price amounted to EUR 41.00 per each OSRAM Share.

Frankfurt am Main, 2 October 2019

Opal BidCo GmbH
The Managing Director