28 September 2019

ams is the largest shareholder in OSRAM with a direct shareholding of 14.69 %

Premstaetten, Austria (27 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that following today’s increase in the price of its all-cash takeover offer for 100% of the share capital of OSRAM Licht AG ("OSRAM") to EUR 41.00 per OSRAM share (the "Best and Final Offer") ams now holds 14.69% of all OSRAM shares as a direct shareholding including shares unconditionally bought today but not counting the shares already tendered into the Best and Final Offer. This makes ams the largest shareholder in OSRAM based on the latest information available.

As the Best and Final Offer will expire on 1 October 2019, 24:00 CEST, ams continues to urge all remaining OSRAM shareholders to tender their shares prior to 1 October 2019 to ensure they capitalise on this superior offer. 

ams presents best and final takeover offer for OSRAM at EUR 41.00 per share expiring on 1 October

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.

24 September 2019

E.ON Verwaltungs SE raises cash compensation for tendered innogy shares to EUR 37.59

E.ON Verwaltungs SE Düsseldorf 

Announcement according to section 23 paragraph 2 German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) 

On 27 April 2018, E.ON Verwaltungs SE, Düsseldorf (“Bidder“), has published the offer document for its voluntary public takeover offer (“Takeover Offer“) to the shareholders of innogy SE, Essen, Germany, to acquire their no-par-value bearer shares in innogy SE (ISIN DE000A2AADD2) (“innogy Shares“) for a cash consideration of EUR 36.76 per innogy Share. In accordance with Section 4.1 of the offer document, the offer consideration was increased to EUR 37.00 per innogy Share. The additional acceptance period of the Takeover Offer pursuant to section 16 paragraph 2 sentence 1 WpÜG ended on 25 July 2018, 24.00 hrs (local time in Frankfurt am Main, Germany); the Takeover Offer can therefore no longer be accepted.

Pursuant to Section 4.2 (ii) of the offer document, the Bidder undertakes in the event that the Bidder, persons acting jointly with the Bidder or their subsidiaries acquire innogy Shares outside the stock exchange until 31 December 2019 and the value of the consideration granted or agreed for those innogy Shares exceeds the offer consideration, to pay a cash consideration to the innogy shareholders who have accepted the Takeover Offer in the amount equal to the difference in accordance to the statutory provisions of section 31 paragraph 5 WpÜG.

On 18 September 2019, E.ON SE, a person acting jointly with the Bidder, acquired 426,624,685 innogy Shares outside the stock exchange as part of a single purchase transaction for a consideration in the amount of rounded up EUR 37.59 per innogy Share. This corresponds to approximately 76.79% of the share capital and voting rights of innogy SE.

The consideration per innogy Share granted in connection with the aforementioned purchase transaction exceeds the offer consideration by EUR 0.59. Therefore, pursuant to Section 4.2 (ii) of the offer document in conjunction with section 31 paragraph 5 WpÜG, the Bidder is obliged to pay the innogy shareholders who have accepted the Takeover Offer a cash payment in the amount of EUR 0.59 per innogy Share for which the Takeover Offer has been accepted. This cash payment will be credited – together with the aforementioned offer consideration – in the course of the settlement of the Takeover Offer, which is expected to take place on 26 September 2019.

Important Information: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of innogy SE. The final terms and further provisions regarding the public takeover offer by E.ON Verwaltungs SE to the shareholders of innogy SE are set forth in the offer document whose publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 26 April 2018. Investors and shareholders of innogy SE are strongly recommended to read the offer document and all other announcements and documents published in connection with the Takeover Offer because they contain important information.

Essen, 19 September 2019 

E.ON Verwaltungs SE

(convenience translation)

ams expects to hold EGM to approve EUR 1.5 billion equity issuance around end of October; lowers acceptance threshold of offer for OSRAM to 62.5% to capitalise on momentum

Press release of ams

- ams convinced of the successful acquisition of OSRAM, reinforced by broad positive feedback received during global investor roadshow 

- ams expects to hold Extraordinary General Meeting around end of October 2019 to approve EUR 1.5 billion equity issuance for partial refinancing of EUR 4.2 billion acquisition bridge facility 

- ams to lower minimum acceptance threshold of the offer for OSRAM to 62.5% to achieve success sooner 

Premstaetten, Austria (16 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that it expects to hold an extraordinary general meeting ("EGM") around the end of October 2019 to approve the equity issuance in conjunction with the allcash takeover offer for OSRAM Licht AG ("OSRAM") published on 3 September 2019 ("Offer"). The invitation to the EGM will be published in due course, including further details on the proposed EUR 1.5 billion equity issuance to partially refinance the EUR 4.2 billion acquisition bridge facility in conjunction with the Offer.

This decision reflects the positive feedback ams has received from shareholders and investors during a global investor roadshow over the last two weeks. Based on extensive interaction with investors in Europe, the US and Asia, ams sees strong support for its strategic vision including OSRAM which is reinforcing ams’ conviction for the Offer.

Capitalising on this positive momentum, ams intends to lower the acceptance threshold of the Offer to 62.5% from the previous 70% to de-risk the Offer reflecting further analysis of OSRAM’s shareholder base, and achieve success sooner. ams continues to encourage all OSRAM shareholders to tender into the Offer. All other terms and conditions of the Offer remain unchanged and the Offer is due to expire on 1 October 2019 at midnight (CEST). 

ams announces start of acceptance period of takeover offer for OSRAM Licht AG

Press release of ams

- Offer document published following approval by BaFin 

- Acceptance period runs four weeks from 3 September until 1 October 2019 

- Attractive offer price of EUR 38.50 in cash provides unique opportunity to secure high premium to recent OSRAM trading levels 

- ams offers a premium to OSRAM shareholders of additional EUR 3.50 per share compared to lower offer by Bain Capital and The Carlyle Group 

- OSRAM shareholders who already have tendered into the lower offer from Bain Capital and The Carlyle Group can secure premium offered by ams by withdrawing and retendering their shares into the ams offer 

- Offer will become unconditional when the minimum acceptance threshold of 70 percent of all OSRAM shares is met 

Premstaetten, Austria (3 September 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, today has published the offer document and announces the start of the acceptance period of its offer (the “Offer”) for all outstanding shares of OSRAM Licht AG ("OSRAM") through its wholly-owned subsidiary Opal BidCo GmbH. The offer document was today approved by the German Federal Financial Supervisory Authority BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht).

OSRAM shareholders are from today able to tender their shares into the Offer at EUR 38.50 until the acceptance period of the Offer expires on 1 October 2019 at midnight (CEST). The Offer represents a premium of 40.6% over the volume-weighted average stock exchange price in the last month until 2 July 2019, i.e. the date prior to that when OSRAM published an ad-hoc announcement confirming the binding offer it has received from Bain Capital and The Carlyle Group, and a 10% premium to the offer from Bain Capital and The Carlyle Group at EUR 35.00 per share. The Offer – if successfully implemented and accepted by OSRAM shareholders – will allow all OSRAM shareholders to realise a premium value to the offer made by Bain Capital and The Carlyle Group, independent of OSRAM's future performance as a stand-alone publicly traded company. In case the 70% acceptance threshold is not reached and the Offer fails, ams believes that the stock exchange price for OSRAM shares could show a significant decline.

Shareholders, who already have decided to tender into the lower offer from Bain Capital and The Carlyle Group, can secure the premium of EUR 3.50 per share offered by ams by withdrawing and retendering their OSRAM shares into the Offer. Shareholders should inquire with their custodian banks for any steps required to withdraw and retender their shares and any relevant deadlines that may require action during the offer period.

OSRAM shareholders can only benefit from the EUR 3.50 per share premium offered by ams if the Offer is successful. In order to tender their shares, OSRAM shareholders must issue a written or electronic declaration to their respective custodian bank. Further information on this and other details of the Offer can be found in the offer document. Settlement of the Offer will be subject to a minimum acceptance threshold of 70% of all OSRAM shares and further customary conditions, including merger control and a foreign investment control approval.

ams and OSRAM have entered into a cooperation agreement on 21 August 2019, including agreeing on a comprehensive set of covenants aimed at protecting the employees and production facilities of OSRAM in Germany. The management of ams is convinced that creating a global leader in sensor solutions and photonics delivers tangible benefits for employees and customers alike. In addition, both management teams share the conviction that close co-operation among stakeholders is critically important in combining the two companies and delivering sustained success. The management team of ams is confident that combining the two companies on this basis will create significant value for all stakeholders of ams and OSRAM.

"Our Offer and the combination of OSRAM and ams represents a better option to all stakeholders than the private equity proposal,” says Alexander Everke, CEO of ams. "We intend to leverage OSRAM’s strong position in optical semiconductors and automotive and create a global leader in sensor solutions and photonics. We are prepared for the integration of both companies, drawing on our in-depth understanding of the industry, due diligence and successful M&A track record. Our strategic vision is to create a technology leader enabling profitable growth in the long-term interest of our combined employee, customer and shareholder base. Compared to private equity ownership, we offer a superior way forward due to our higher growth potential, significant cash flows and lower cost of capital, translating into an expected faster deleveraging and more available investment for the combined business."

Further information about the offer document – website FAQ and hotline for retail shareholders 

A FAQ section for shareholders will be available online at http://www.ams-osram.com.
A takeover offer hotline for retail shareholders is available between 9 a.m. and 6 p.m. (CEST) from Monday to Friday as of today under the phone number +49 69 9517 9985.
The German version of the offer document (together with a non-binding English translation which has not been reviewed by BaFin) is now available online at http://www.ams-osram.de as well as for distribution free of charge in the Federal Republic of Germany at HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, 40212 Düsseldorf, Germany, fax: +49 211 91091870, email: angebotsunterlage-ams-osram@hsbc.de