ams to launch delisting offer for OSRAM

Press Release

- Attractive offer price of €52.30 per OSRAM share 

- Four week acceptance period expected to run from around 21 May to around 18 June 2021 

- Significant premium to cash compensation under DPLTA and prior takeover offer 

- Closing not subject to any conditions 

- Thereafter, OSRAM shares will terminate trading on the regulated market 

Premstätten, Austria (3 May 2021) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces the intention to launch a public delisting tender offer for the remaining approx. 28% shares of OSRAM Licht AG ("OSRAM") which are not presently owned by ams against a cash consideration of €52.30 for each OSRAM share (the "Delisting Offer"). 

The intended cash consideration of €52.30 per OSRAM share represents a premium of 1% to the volume weighted average share price of OSRAM during the last six months (estimated at €52.02 based on information from FactSet), being the statutory minimum price applicable to the Delisting Offer. Furthermore, it represents a premium of 28% to the offer price of the successful takeover offer in 2019 (€41.00), and a premium of 15% to the cash compensation offered to the remaining OSRAM shareholders in relation to the domination and profit and loss sharing agreement (the "DPLTA") (€45.54). 

"The Delisting Offer is the logical next step in the integration of OSRAM and the implementation of our strategy to create a global leader in optical solutions," said Alexander Everke, CEO of ams. "We have already made significant progress since the DPLTA came into effect and look forward to building on this. We encourage all remaining shareholders of OSRAM to tender their shares in the Delisting Offer which represents a financially attractive opportunity to monetize their holding at a price in excess of both the statutory minimum and the DPLTA cash compensation." 

Subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and publication of the offer document, the Delisting Offer is expected to commence on around 21 May 2021 and be open for acceptance during a four weeks period until around 18 June 2021. The Delisting Offer will not be extended and is not subject to any conditions. In line with the financial strategy of ams, no additional financing will be needed to implement the Delisting Offer. 

Upon the delisting, the trading of OSRAM shares on the regulated market will terminate, which can result in a very limited liquidity and price availability for the OSRAM shares from that point in time onwards. The delisting of OSRAM from the regulated market will be independent of the eventual tender rate under the Delisting Offer. The delisting from the regulated market will also terminate the comprehensive financial reporting obligations of OSRAM as well as the application of numerous other capital market publication requirements. Further information in relation to the Delisting Offer will be made available at www.offer-ams-osram.com.