ams AG: acquisition of OSRAM on track - ams announces intention to pursue domination agreement

Excerpt of the press release of 11 February 2020:

In December 2019 ams was successful with an all-cash public tender offer for OSRAM Licht AG (“OSRAM”). ams pursues the acquisition of OSRAM as a highly compelling and complementary strategic transaction with the aim to create a global leader in sensor solutions and photonics. The combination of ams and OSRAM will bring together two leaders in optical technologies that will jointly be able to offer market-leading coverage of light emitting technologies, light detecting and sensing, optics, as well as related hardware, software and algorithms. This will create a compelling technology platform and a stronger combined company to benefit all stakeholders.

In October 2019, ams became the largest shareholder of OSRAM with a shareholding of 19.99% and on that basis launched the successful public tender offer for OSRAM in November 2019.

To refinance part the acquisition financing, ams’ Extraordinary General Meeting (EGM) on 24 January 2020 approved a capital increase in form of a rights issue of up to EUR 1.649bn which ams expects to implement in a timely manner. ams is in the process of attaining required merger control clearances for the transaction and currently expects the transaction to close in the second quarter 2020 subject to receipt of these required clearances.

In addition, ams yesterday announced the firm intention to pursue a Domination and Profit and Loss Transfer Agreement with OSRAM to accelerate implementation of the companies’ joint strategic vision. ams will announce further developments related to the transaction in due course.