ams AG: acquisition of OSRAM on track - ams announces intention to pursue domination agreement

Excerpt of the press release of 11 February 2020:

In December 2019 ams was successful with an all-cash public tender offer for OSRAM Licht AG (“OSRAM”). ams pursues the acquisition of OSRAM as a highly compelling and complementary strategic transaction with the aim to create a global leader in sensor solutions and photonics. The combination of ams and OSRAM will bring together two leaders in optical technologies that will jointly be able to offer market-leading coverage of light emitting technologies, light detecting and sensing, optics, as well as related hardware, software and algorithms. This will create a compelling technology platform and a stronger combined company to benefit all stakeholders.

In October 2019, ams became the largest shareholder of OSRAM with a shareholding of 19.99% and on that basis launched the successful public tender offer for OSRAM in November 2019.

To refinance part the acquisition financing, ams’ Extraordinary General Meeting (EGM) on 24 January 2020 approved a capital increase in form of a rights issue of up to EUR 1.649bn which ams expects to implement in a timely manner. ams is in the process of attaining required merger control clearances for the transaction and currently expects the transaction to close in the second quarter 2020 subject to receipt of these required clearances.

In addition, ams yesterday announced the firm intention to pursue a Domination and Profit and Loss Transfer Agreement with OSRAM to accelerate implementation of the companies’ joint strategic vision. ams will announce further developments related to the transaction in due course.

Commerzbank subsidiary pays EUR 15.15 per comdirect share to Petrus Advisers to enable merger squeeze-out

by Attorney-at-law Martin Arendts, M.B.L.-HSG

As can be seen from a publication by comdirect in the Official Journal (Bundesanzeiger) on 24 January 2020, Commerzbank Inlandsbanken Holding AG, a subsidiary of Commerzbank, has paid EUR 15.15 per comdirect share to Petrus Advisers Ltd., significantly more than the EUR 11.44 in the previously failed takeover bid. In addition to the purchase price, Commerzbank has to pay for the reimbursement of costs and a processing fee (each 0.75% of the total purchase price). The purchase price is also significantly higher than the last traded market prices in the range EUR 12 to EUR 14.

Mr. Till Hufnagel, mentioned in the publication under I. as a plaintiff, has been a partner and "Head of Activism" at Petrus Advisers since 2015 (press release dated 21 September 2015).

Only by buying the comdirect shares from Petrus Advisers did the Commerzbank subsidiary get the 90% required for a merger law squeeze-out, see: https://spruchverfahren.blogspot.com/2020/01/commerzbank-inlandsbanken-holding-gmbh.html A total of 11,274,808 comdirect shares were sold in two tranches. Including reimbursement of costs and processing fee, this corresponds to an amount of more than EUR 173.3755 million.

It remains to be seen how much the remaining comdirect minority shareholders will be offered in the upcoming squeeze-out.

In the event of a direct merger of comdirect with Commerzbank, discussed as "Plan B", both banks would have had to be valued and an exchange ratio established, see: https://spruchverfahren.blogspot.com/2019/12/die-commerzbank-scheitert-wie-erwartet.html  The significantly faster, cheaper and easier way made possible by the purchase was obviously worth a lot for Commerzbank.

Merger: Expiration of Initial Acceptance Period – TLG Shareholders Accept Exchange Offer for Majority of Shares

- 59.37% of TLG shares tendered into Exchange Offer by Aroundtown by end of initial acceptance period on January 21, 2020 

- Additional acceptance period to end on February 7, 2020 (midnight CET) for shareholders who have not yet accepted the offer 

- Any increase of the acceptance rate will likely lead to more expeditious realization of synergies 

Berlin, 24 January 2020 – Today, Aroundtown announced that at the end of the initial acceptance period on 21 January, 2020, shareholders of TLG IMMOBILIEN AG (“TLG”) had tendered a total of 66,537,413 TLG shares into the exchange offer by Aroundtown SA (“Aroundtown”), thereby endorsing the merger as a friendly and agreed share-for-share business combination of the two companies. Any increase in the acceptance rate within the additional acceptance period will likely lead to a more expeditious realization of the expected synergies.

The current acceptance rate corresponds to 59.37% of TLG’s total share capital and voting rights. Aroundtown is party to an irrevocable undertaking agreement with Ouram Holding S.à r.l. relating to an additional 10.41% of TLG’s share capital. TLG Shareholders who have not yet accepted the exchange offer continue to have the opportunity to tender their TLG shares during the additional acceptance period that will run from 25 January 2020 through 7 February 2020, at 24:00 hours (midnight) (CET). The final number of tendered TLG shares will be announced by Aroundtown after the expiration of the additional acceptance period.

The exchange offer is no longer subject to any closing conditions since all conditions were satisfied at the time of expiration of the initial acceptance period.

TLG’s Management Board and Supervisory Board welcome the significant acceptance of the exchange offer as it confirms their conviction that the combination with Aroundtown entails tremendous potential for value creation for TLG shareholders. By tendering their shares into the exchange offer during the additional acceptance period, TLG shareholders still have an opportunity to share into the upside of the business combination.

In a joint reasoned statement released on 23 December 2019 pursuant to Section 27 para. 1 of the German Securities Acquisition and Takeover Act (“WpÜG”), the management and supervisory boards of TLG concluded that Aroundtown’s offer of 3.6 Aroundtown shares per TLG share represents a fair consideration and recommended TLG shareholders to accept the voluntary public exchange offer from Aroundtown.

Goldman Sachs, Kempen and UBS are acting as financial advisers and Sullivan & Cromwell is acting as legal adviser to TLG.

TLG’s communications in relation to the offer are published in German and as non-binding English translations at https://ir.tlg.eu/websites/tlg/English/3499/merger-with-aroundtown.html.

KKR to launch public delisting offer for all outstanding Axel Springer SE shares

23 January 2020 - Traviata B.V., a holding company owned by funds advised by KKR, today announced its intention to make a public delisting offer ("Delisting Offer") for all outstanding shares (ISIN: DE0005501357, DE0005754238) of Axel Springer SE ("Axel Springer") that are not already held by KKR.

Shareholders will receive EUR 63 per Axel Springer share in cash, corresponding to the offer price of the preceding voluntary public tender offer that was completed in December 2019. Following the closing of the voluntary public tender offer in December 2019, KKR is now one of two major shareholders of Axel Springer, holding approximately 44.9 percent of Axel Springer's share capital.

Following the closing of the previous voluntary public tender offer, KKR along with Dr. hc. Friede Springer and Dr. Mathias Döpfner, formed a consortium in order to jointly further develop Axel Springer. Neither Dr. hc. Friede Springer nor Dr. Mathias Döpfner will sell shares that are held by them directly or indirectly as part of the Delisting Offer. Together they hold approximately 45.4 percent of Axel Springer's share capital.

In addition, KKR and Axel Springer today entered into an agreement, pursuant to which Axel Springer has undertaken, to the extent permissible by law, to apply for the revocation of the admission to trading of the Axel Springer shares (ISIN: DE0005501357) on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (so-called delisting) prior to the expiration of the acceptance period of the Delisting Offer.

The Delisting Offer will only be made pursuant to an offer document to be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). This offer document will be published following receipt of permission from BaFin, at which point the Delisting Offer will commence. The offer document and other information pertaining to the Delisting Offer will be made in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs-und Übernahmegesetz - WpÜG) on the following website: www.traviata-angebot.de/delisting. The acceptance period will be four weeks starting from publication of the offer document. There will be no additional acceptance period. The Delisting Offer will not be subject to any closing conditions.

announcement by KKR

innogy SE: E.ON Verwaltungs SE informs innogy about the amount of the appropriate cash compensation of € 42.82 per innogy share in connection with the merger squeeze-out and intention regarding dividend 2019

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Today, E.ON Verwaltungs SE submitted a concretising squeeze-out request in accordance with Article 9 para. 1 lit. c) ii) of the SE Regulation in conjunction with section 62 paras. 1 and 5 of the German Transformation Act (Umwandlungsgesetz - UmwG) in conjunction with sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz - AktG) and asked the Executive Board of innogy SE to convene an extraordinary general meeting of innogy SE that would resolve on the transfer of the minority shareholders' shares in innogy SE to E.ON Verwaltungs SE in exchange for an appropriate cash compensation in connection with the merger of innogy SE into E.ON Verwaltungs SE.

E.ON Verwaltungs SE is a 100% indirect subsidiary of E.ON SE and holds 90% of the shares in innogy SE. E.ON Verwaltungs SE has determined the amount of the cash compensation at an amount of EUR 42.82 per innogy share. This corresponds to a volume-weighted average price for the innogy shares over the three months' period prior to the announcement (on 4 September 2019) of the intention to exclude the minority shareholders. The court-appointed expert auditor has confirmed the cash compensation's appropriateness.

The conclusion and notarisation of the merger agreement between innogy SE and E.ON Verwaltungs SE shall take place on 22 January 2020. It is intended to convene an extraordinary general meeting on 4 March 2020 that shall resolve on the transfer of shares of innogy's minority shareholders to E.ON Verwaltungs SE in exchange for a cash compensation in the amount of EUR 42.82 per innogy share.

The effectiveness of the merger squeeze-out depends on the approving resolution of the general meeting of innogy SE and the registration of the transfer resolution and the merger in the commercial register of E.ON Verwaltungs SE and innogy SE, respectively.

Together with the squeeze-out request, E.ON Verwaltungs SE informed innogy SE that, in case of the transfer of the minority shareholders' shares to E.ON Verwaltungs SE not being registered with the commercial register and therefore effective until the next annual general meeting of innogy SE, E.ON Verwaltungs SE intends to support the distribution of a dividend only in the statutory minimum amount of 4% of the registered share capital.

ams announces acceptance threshold for ams’ takeover offer for OSRAM is satisfied

Press release

- ams has today exceeded the minimum acceptance threshold of 55 % 

- Additional acceptance period to run from 11 until 24 December, 24.00 CET 

- ams looks forward to working closely with the OSRAM management team and all OSRAM and ams stakeholders to realize shared goal of a global leader in sensor solutions and photonics 

- ams intends to invite its shareholders to an EGM to be held in January 2020 to authorize the proposed equity capital raising 

Premstaetten, Austria (6 December 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, is pleased to announce that today the acceptance threshold of 55% for its all-cash takeover offer for OSRAM Licht AG ("OSRAM") (the "Offer") announced on 7 November 2019 has been satisfied. The period in which acceptances can continue to be booked into the Offer continues until Monday, 9 December 2019 and the final results of the Offer will be published on Tuesday, 10 December 2019.

"We are pleased to announce that we have been successful in achieving the minimum acceptance threshold in our Offer for OSRAM," says Alexander Everke, CEO of ams. "We would like to thank OSRAM shareholders for placing their trust in us and understanding the compelling strategic and industrial logic of the transaction. We look forward to creating a European based global leader in sensor solutions and photonics through the combination of ams and OSRAM. Based on this shared objective, we will work closely with the OSRAM management team and all OSRAM and ams stakeholders to make the combination a resounding success and create a strong path forward for OSRAM and ams. OSRAM shareholders who have not yet tendered their shares can still do so during the additional acceptance period, ending on 24 December 2019."

„Following ams’ successful takeover bid for OSRAM, we can now jointly establish a world class photonics and sensor champion,” said Olaf Berlien, CEO of OSRAM Licht AG.

Further steps to implement the transaction are expected to commence in the very near future and ams continues to expect the closing of the transaction in the first half of 2020. ams intends to invite its shareholders to an Extraordinary General Meeting ("EGM") to be held in January 2020, to resolve on the proposed equity capital raising in conjunction with the Offer. Subject to such resolution, ams currently expects to execute the equity capital raising in a timely manner. Further details on the transaction will be communicated in due course. 

Uniper: “Will analyze the matter taking into consideration the interests of the company”

Press release of Uniper SE of 8 October 2019

Uniper's major shareholder Fortum announced today that it has entered into agreements with shareholders Elliott and Knight Vinke to acquire in excess of 20.5 percent of the shares in Uniper. Upon closing of the transaction, Fortum's stake in Uniper would increase to more than 70.5 percent. The closing of the transaction is subject to the approvals of the regulatory authorities in Russia and the US, which Fortum expects to receive by the end of the first quarter of 2020.

A Uniper spokesman explains: “Our major shareholder Fortum has announced its plan for Uniper. Conversations with the management of Fortum have been going on and we expect these to continue. Our business is solid, and our focus has always been to find solutions that offer the best perspectives for the Uniper employees, our business and customers, our shareholders and partners.”

Once new results are available, Uniper will report accordingly.

About Uniper

Uniper is a leading international energy company with activities in more than 40 countries and around 11,000 employees globally. Its business is the secure provision of energy and related services. Its main activities include power generation in Europe and Russia as well as global energy trading. The company is headquartered in Düsseldorf, Germany.

ams offer for OSRAM did not achieve minimum acceptance threshold; ams remains committed to pursue the acquisition of OSRAM

Press release of 4 October 2019

- Minimum acceptance threshold of 62.5% not achieved 

- ams largest shareholder in OSRAM with a direct shareholding of 19.99% 

- ams committed to continue pursuing the acquisition of OSRAM to create a global leader in sensor solutions and photonics 

Premstaetten, Austria (4 October 2019) -- ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that the minimum acceptance threshold of 62.5% required in conjunction with the all-cash takeover offer for OSRAM Licht AG ("OSRAM") announced on 3 September 2019 ("ams Offer") was not achieved. The final acceptances level was 51.6%.

As a result of purchases prior to the expiry of the ams Offer, ams is currently the largest shareholder in OSRAM with a direct shareholding of 19.99%. ams will not exceed this current direct shareholding of 19.99% before having obtained required merger control and other regulatory clearances.

ams continues to view the combination of ams and OSRAM as strategically compelling given that it would enable the creation of a global leader in sensor solutions and photonics. To this effect and supported by ams shareholders, ams continues to explore strategic options to pursue the acquisition of OSRAM, on the basis of its shareholding position, as this will translate into a stronger combined company.

“While the highly attractive ams Offer for OSRAM at a full valuation was not successful, the strategic logic and the significant advantages of combining ams and OSRAM are unchanged,” said Alexander Everke, CEO of ams. “Our vision with OSRAM is to create a global leader in sensor solutions and photonics built around European technology, which will ensure that Europe remains at the forefront of optical technology globally. We intend to leverage our position as OSRAM's largest shareholder in a dialog with OSRAM as we continue to pursue the full acquisition of the company, securing a solid future for OSRAM.”

ams AG buys further 4.74 % of the share capital of OSRAM

Opal BidCo GmbH

Frankfurt am Main, Germany 

Announcement pursuant to section 23 para. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) 

On 3 September 2019, Opal BidCo GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of OSRAM Licht AG, Munich, Germany, to acquire their no-par value registered shares (ordinary shares) in OSRAM Licht AG (ISIN DE000LED4000) (the “OSRAM Shares”) against payment of a cash consideration of initially EUR 38.50 per OSRAM Share (the “Takeover Offer”). On 27 September 2019, ams AG, a person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, entered into an agreement on the purchase of 100 OSRAM Shares outside of the Takeover Offer at a purchase price of EUR 41.00 per OSRAM Share (the “Parallel Purchase”). As a result of this Parallel Purchase, the offer consideration under the Takeover Offer has increased from EUR 38.50 to EUR 41.00 per OSRAM Share pursuant to section 31 para. 4 WpÜG. The acceptance period of the Takeover Offer expired on 1 October 2019, 24:00 hours (local time Frankfurt am Main, Germany).

On 1 October 2019, ams AG, a person acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG, entered into agreements on the purchase of 4,589,824 OSRAM Shares outside of the Takeover Offer. This corresponds to approx. 4.74 % of the share capital and the voting rights in OSRAM Licht AG. The purchase agreements will be settled on 4 October 2019.

The average purchase price amounted to EUR 40.93 per OSRAM Share, the maximum purchase price amounted to EUR 41.00 per each OSRAM Share.

Frankfurt am Main, 2 October 2019

Opal BidCo GmbH
The Managing Director

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.

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 

EPGC: Discussions with Meridian and Beisheim constructive but not successful

Press Statement  

Grünwald, 5. August 2019 – EPGC held open and constructive discussions with the main shareholders Meridian Stiftung and Beisheim Holding about their potential support of the tender offer by EPGC. Although EPGC was exploring several alternatives with the two shareholders, it became clear during the discussions that EPGC and the two shareholders have different views on the valuation of METRO and therefore unfortunately the parties did not find a common ground for an agree-ment under which the two shareholders would support the offer.

EPGC appreciates the tone and atmosphere of the discussions and regrets that they were not successful but continues to believe that the offer represents a unique opportunity for all shareholders to exit at an attractive price and in EPGC’s view includes a significant premium to the current fundamental value of METRO. EPGC also continues to believe that the company itself would significantly benefit from a simplified shareholder structure under clear leadership with a long-term strategic view to help METRO to successfully complete the necessary transformation in the challenging market environment.

EPGC confirms that it will neither increase the offer price, nor lower the minimum acceptance threshold, nor otherwise amend the offer. The acceptance period for the offer expires on 7 August 2019.  

EPGC expects public takeover offer for METRO AG likely not successful

8. 8. 2019

EPGC expects that the public takeover offer for METRO AG will very likely not be successful given the latest figures of tendered shares and including shares owned by, or attributed to, the bidder that indicate that the minimum acceptance threshold will not be reached.

press release of EPGC