Darmstadt, May 18, 2021: ISRA VISION AG (ISIN: DE 0005488100), one of the world's top companies for industrial image processing (Machine Vision) as well as a global leader for the surface inspection of web materials and 3D machine vision applications will merge with Atlas Copco Germany Holding AG with today's entry of the merger squeeze-out in the Commercial Register and the transfer of the shares of the remaining shareholders (minority shareholders) of ISRA VISION AG.
ISRA entered into a strategic partnership with the Swedish industrial group, Atlas Copco, in 2020. Atlas Copco's public offer to acquire all ISRA shares was initiated on February 10, 2020, and carried out on June 24, 2020. In addition, the Annual General Meeting of ISRA VISION AG resolved to exclude the remaining minority shareholders on December 15, 2020. This will end the stock exchange listing of ISRA VISION AG, which was last listed as a member of the SDAX and TecDAX.
Hosting the headquarters of the independent Machine Vision Solutions Division in Atlas Copco's Industrial Technique business unit, the company continues to operate under the name ISRA VISION AG with the same members of the Executive Board and Supervisory Board. For the employees, who were legally transferred to the parent company in the course of the merger, this strategic partnership offers a long-term perspective. Customers and business partners in particular will benefit from the stronger global presence of the Group. Cooperation with other Atlas Copco companies will be intensified in the future, with ISRA being an important pillar for the future strategy in the area of smart automation and digitalization.
Company profile
ISRA VISION AG, together with its subsidiaries, is worldwide leading in surface inspection of web materials. Furthermore, it is one of the globally leading providers of machine vision programs, specialising in the area of 3D machine vision, in particular for "3D robot vision".
The core competence of the Company is the ISRA-BrainWARE(R), an innovative software for intelligent machine vision systems. Here, the scientific know-how from the fields of optics, lighting technology, surveying technology, physics, image processing and classification algorithms and a complex system design are combined. Machine vision is a key technology for visualising systems that imitate the human eye. Today's ISRA applications focus primarily on the automation of production and quality assurance of goods and products supplied to large, future-oriented markets such as energy, healthcare, food, mobility and information. The customers mainly include renowned global players from the respective sectors. With more than 25 locations worldwide, ISRA offers customer proximity everywhere and ensures optimum service and support.
Further information is available at www.isravision.com.
27 May 2021
HumanOptics AG: Cash compensation for merger squeeze-out determined at EUR 8.71 per share
Publication of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014
Erlangen, 22 May 2021 - Today, HumanOptics Holding AG with registered office in Frankfurt am Main ("Holding") has confirmed its request to execute a merger squeeze-out of 21 January 2021, which HumanOptics AG (ISIN DE0001MMCR6) received on the same day, and has concretized this request by determining the cash compensation at an amount of EUR 8.71 per share of HumanOptics AG (in conjunction with the transfer of shares of the minority shareholders as part of the merger squeeze-out (pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG)).
On 26 April 2021, the general meeting of the Holding has resolved to relocate the Holding's registered office to Erlangen. Until today, this relocation of the registered office has not yet become effective by registration with the commercial register of Fürth which has jurisdiction for the new place of registered office in Erlangen. The Holding expects that the registration will occur within short time.
The conclusion and notarization of the merger agreement between HumanOptics AG and the Holding are planned for 25 May 2021. The transfer resolution is to be adopted at an extraordinary general meeting of HumanOptics AG on 6 July 2021.
The effectiveness of the merger squeeze-out is still subject to the resolution by the general meeting of HumanOptics AG and the registration of the transfer resolution and the merger in the commercial registers at the registered offices of HumanOptics AG and the Holding, respectively.
Erlangen, 22 May 2021 - Today, HumanOptics Holding AG with registered office in Frankfurt am Main ("Holding") has confirmed its request to execute a merger squeeze-out of 21 January 2021, which HumanOptics AG (ISIN DE0001MMCR6) received on the same day, and has concretized this request by determining the cash compensation at an amount of EUR 8.71 per share of HumanOptics AG (in conjunction with the transfer of shares of the minority shareholders as part of the merger squeeze-out (pursuant to section 62(1) and (5) of the German Transformation Act (UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (AktG)).
On 26 April 2021, the general meeting of the Holding has resolved to relocate the Holding's registered office to Erlangen. Until today, this relocation of the registered office has not yet become effective by registration with the commercial register of Fürth which has jurisdiction for the new place of registered office in Erlangen. The Holding expects that the registration will occur within short time.
The conclusion and notarization of the merger agreement between HumanOptics AG and the Holding are planned for 25 May 2021. The transfer resolution is to be adopted at an extraordinary general meeting of HumanOptics AG on 6 July 2021.
The effectiveness of the merger squeeze-out is still subject to the resolution by the general meeting of HumanOptics AG and the registration of the transfer resolution and the merger in the commercial registers at the registered offices of HumanOptics AG and the Holding, respectively.
04 May 2021
ams Offer GmbH: Announcement of the decision to make a public delisting tender offer for OSRAM shares
Convenience Translation
- Only the German version is legally binding -
Announcement of the decision to make a public delisting tender offer (Delisting-Erwerbsangebot) pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG)
Bidder:
ams Offer GmbH
Marcel-Breuer-Straße 6, 80807 Munich, Germany
registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 252979
Target:
OSRAM Licht AG
Marcel-Breuer-Straße 6, 80807 Munich, Germany
registered with the commercial register of the local court (Amtsgericht) of Munich under HRB 199675 ISIN: DE000LED4000
ams Offer GmbH (the “Bidder”), a wholly owned subsidiary of ams AG, Premstätten, Austria, decided today to make a public delisting tender offer to the shareholders of OSRAM Licht AG (the “Delisting Offer”) for the acquisition of their no-par-value registered shares (auf den Namen lautende nennwertlose Stückaktien) in OSRAM Licht AG (DE000LED4000; the “OSRAM Shares”). The Bidder intends to offer a cash consideration in the amount of EUR 52.30 per OSRAM Share.
The Delisting Offer will not be subject to completion conditions.
The Bidder will instruct the management board of OSRAM Licht AG under the existing domination and profit and loss transfer agreement in accordance with section 308 of the German Stock Corporation Act (Aktiengesetz) to apply for the revocation of the admission of all OSRAM Shares to trading on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and on the regulated market of the Munich Stock Exchange (Münchener Wertpapierbörse) pursuant to section 39 para. 2 sent. 1 BörsG after prior coordination with the Bidder before the end of the acceptance period to be determined in the offer document for the Delisting Offer and to take, after prior coordination with the Bidder, all reasonable measures to ensure, to the extent possible, that the inclusion of the OSRAM Shares in all organized trading venues, in particular the open markets (Freiverkehr), is terminated at the earliest time possible.
The offer document for the Delisting Offer (in German and a non-binding English translation) containing the detailed terms and conditions of, and other information relating to, the Delisting Offer, respectively, will be published on the internet at
The offer document for the Delisting Offer will also be published by way of a notice of availability in the German Federal Gazette (Bundesanzeiger) and will be accessible on the website of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”).
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell OSRAM Shares. The terms and further provisions regarding the Delisting Offer by the Bidder to the shareholders of OSRAM Licht AG will be set forth in the offer document which will be published following approval of its publication by BaFin. Holders of OSRAM Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on their behalf may, in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Delisting Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
Munich, 3 May 2021
ams Offer GmbH
The Managing Directors
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.
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