29 July 2020

ams SE wants Domination Agreement with OSRAM Licht AG by the End of the Year

Translation of the ad hoc disclosure of 29 July 2020:

(...)   ams is delighted to have successfully completed the takeover of OSRAM on July 9, 2020, which is certainly the most important development in the past quarter. After the transaction was completed, ams held 69 % of OSRAM shares (excluding treasury shares held) with a transaction value of around EUR 2.7 billion. To date, ams has increased its share to around 71 % of OSRAM shares. Before the closing and shortly thereafter, ams successfully placed a multi-tranche issue in the equivalent of around EUR 1.25 billion in the form of 5-year senior notes to international investors, which included a total volume of EUR 850 million and USD 450 million. The bond issue served, as planned by ams, to ensure a long-term financing structure for the acquisition. In addition, ams plans to use future excess cash from operating activities to further increase OSRAM's stake.

The transaction was a crucial milestone for the highly strategic and transformative takeover, which will now bring together the complementary strengths of ams and OSRAM. ams connects two leading companies in their respective areas and is convinced of the excellent technology, market and earnings potential of the combination. ams welcomes the OSRAM employees worldwide to the future joint company team and prepares the necessary steps to begin the integration of both organizations.

Against the backdrop of the ams and OSRAM merger, ams has defined a vision for the future company: to create the undisputed leading provider of optical solutions. For this purpose, ams is concentrating on the three areas of sensor technology, illumination and visualization and will offer new solutions for innovative applications. The aim of ams is to build an outstanding technology platform that combines strong profitability and growth. ams relies on ambitious technology investments for real innovation and an ongoing intelligent transformation of the company in line with its vision.

ams announced its intention to pursue a Domination and Profit and Loss Transfer Agreement ("DPLTA") for OSRAM and is pushing ahead with the implementation of this step. ams endeavors to conclude this agreement promptly and is therefore already preparing the necessary preparations. Based on this and the current assessment, ams sees an implementation of a DPLTA around the end of 2020 as an implementable schedule after the necessary approvals. Ams will provide more information about the schedule and related steps as they become available. The DPLTA will enable ams to advance and accelerate the integration and consolidation of the business areas of ams and OSRAM in an efficient manner in order to create a clearly profitable joint company in the next few years.

Regardless of the DPLTA process, ams is now starting to work more closely with OSRAM on the basis of its majority stake and is taking the first steps towards the successful integration of both companies. This includes joint initiatives to prepare the future organizational and business structure, to coordinate joint customer-related marketing and sales activities and to implement joint financial management and reporting. At the same time, ams is busy implementing its representation on the OSRAM supervisory board, where ams plans to hold a total of four seats. In this context, OSRAM remains an independent, listed majority-owned subsidiary of ams until further steps such as a DPLTA have been completed and implemented.

On the way to the merger, profitability, profit growth and cash flow are the primary focus of ams for all business areas and the combined company. Accordingly, ams is driving its strategic positioning and portfolio development in close coordination with these targets.  (...)