- 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
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