Aggregate Holdings S.A. confirms it has received shares in ADO Properties S.A. in exchange for its holding in Consus Real Estate A.G.

Disclosure of inside information pursuant to Art. 17 EU Market Abuse Regulation (MAR)  

Luxembourg, 9 July 2020 – Aggregate Holdings S.A. ("Aggregate") and ADO Properties S.A. ("ADO ") entered into an agreement regarding Consus Real Estate AG (“Consus”) on 15 December 2019. 

Pursuant to ADO exercising its call option to acquire a controlling stake in Consus as announced on 29 June 2020, Aggregate confirms that it has transferred 69,619,173 shares in Consus whilst having received 14,692,889 shares in ADO. Together with the 1,946,093 ADO shares received on 2 July 2020 Aggregate has become ADO’s largest shareholder, holding a total of 22.50% of ADO’s voting rights. 

Aggregate confirms that it is supportive of ADO’s growth strategy and substantiates its support by having signed a subscription commitment to exercise its pro-rata subscription rights in the EUR 450 million rights issue ADO announced on 2 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.  (...)

AUDI AG announces new date for Annual General Meeting

Press release of AUDI AG

- The 131st Annual General Meeting of AUDI AG will be held on July 31, 2020.

- The shareholders’ meeting will take place as a virtual Annual General Meeting due to the corona pandemic.

- CFO Arno Antlitz: “The health and protection of the shareholders have priority.”

- One of the items on the agenda is the vote on the announced squeeze-out.

Ingolstadt, June 24, 2020 – The Audi Board of Management has announced that the new date of the 131st Annual General Meeting is July 31, 2020. The originally foreseen date (May 14, 2020) had previously been postponed in connection with the planned transfer of shares from Audi’s minority shareholders to the majority shareholder Volkswagen AG. The agenda includes a resolution on the so-called squeeze-out. Due to the ongoing corona pandemic, the Audi Annual General Meeting will be held as a virtual Annual General Meeting for the protection of shareholders.

“We are pleased to be able to offer our shareholders an online format to exercise their shareholder rights. The health and protection of our shareholders have priority for the Audi Board of Management and the Audi Supervisory Board,” said Dr. Arno Antlitz, Member of the Board of Management of AUDI AG for Finance and Legal Affairs.

In the context of the corona-related ban on large-scale events, AUDI AG is for the first time holding its Annual General Meeting online. The shareholders will be able to follow the entire virtual Annual General Meeting live via the shareholder portal. Shareholders also have the opportunity to submit questions in advance and to exercise their voting rights via the shareholder portal or by postal vote.

Among other things, the Annual General Meeting will vote on the transfer of the shares held by Audi minority shareholders to the majority shareholder Volkswagen AG; this affects approximately 0.36 percent of the share capital of AUDI AG. Volkswagen AG had requested the squeeze-out on February 28, 2020 as part of the Group-wide reorganization of competencies and responsibilities within the Volkswagen Group. The squeeze-out is intended to reduce administrative expenses, streamline structures, and prepare the way for the more agile and flexible management of future issues throughout the Group by means of an optimum job split within the Volkswagen Group. In this context, Audi is taking the lead for research and development for the Volkswagen Group. Audi is to retain the legal form of a stock corporation in the future.

_________

Annotation:

Volkswagen AG specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

Asklepios Kliniken GmbH & Co. KGaA takes over majority in RHÖN-KLINIKUM AG - B. Braun accepts takeover offer and gets out

By Martin Arendts

The pharmaceutical and medical supplies provider B. Braun Melsungen AG gets out of the hospital operator RHÖN-KLINIKUM AG. B. Braun has accepted the takeover offer by the Hamburg hospital group Asklepios, which wants to take over RHÖN completely. The background is a joint venture agreed between RHÖN-KLINIKUM company founder Eugen Münch and Asklepios: https://spruchverfahren.blogspot.com/2020/02/asklepios-und-rhon-klinikum-grunder.html

B. Braun is ending its multi-year engagement with RHÖN, the company said. The pharmaceutical and medical supplies provider has been a major shareholder in RHÖN-KLINIKUM AG since 2013 and most recently held around 25 % of the shares. B. Braun had long bitterly resisted the takeover of RHÖN. At an extraordinary general meeting in early June, B. Braun unsuccessfully attempted to have several members of the RHÖN supervisory board, including company founder and chief controller Eugen Münch, dismissed.

Asklepios wants to take over RHÖN-KLINIKUM AG completely and shorten the gap to industry leader Fresenius Helios - with the help of RHÖN founder and partner Münch. Together, they already held more than 50% of RHÖN shares. The remaining shareholders were offered a takeover bid for EUR 18 per share, which the Management Board and the Supervisory Board had approved.

The Federal Cartel Office (Bundeskartellamt) approved the proposed takeover. Negotiations are ongoing at RHÖN about the separation of boss Stephan Holzinger. With B. Braun's exit from Rhön and the transfer of the shares, Asklepios is taking a big step closer to the goal of fully taking over the clinic operator.

Regarding the takeover offer on the BaFin website:
https://www.bafin.de/SharedDocs/Downloads/DE/Angebotsunterlage/rhoen_klinikum_ag.html;jsessionid=2A957B42A6AAA4FA48B56910E97C60E7.2_cid392?nn=7845970

Volkswagen AG sets cash settlement for the transfer of the shares of the minority shareholders of AUDI AG at EUR 1,551.53

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

Ingolstadt, June 16, 2020 - Volkswagen AG, Wolfsburg, today confirmed to AUDI AG its formal request of 28 February 2020 regarding the transfer of the shares of the minority shareholders of AUDI AG to Volkswagen AG pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG). In this respect, Volkswagen AG announced and specified that it has set the cash settlement to be paid to the minority shareholders in return for the transfer of their shares at EUR 1,551.53 per AUDI AG share.

The resolution on the transfer shall be passed at AUDI AG's next Annual General Meeting, which is expected to take place in July or in August 2020.

Two million page views of the SpruchZ blogs

The two blogs "SpruchZ: Spruchverfahren Recht & Praxis" and "SpruchZ: Shareholders in Germany" have broken the threshold of two million page views, what is gratifying for a very special topic. SpruchZ contributions are also published at wallstreet:online and on other websites, such as on the XING group "Company valuation and appraisal proceedings" (see: https://www.xing.com/communities/groups/unternehmensbewertung-and-spruchverfahren-151f-1077308/posts).

Squeeze-out at Axel Springer SE

Traviata B.V. has informed the Executive Board of Axel Springer SE that it intends to promptly squeeze out the minority shareholders of Axel Springer SE. Traviata B.V. is a holding company owned by funds advised by KKR. The resolution of the Annual General Meeting on a squeeze-out should take place this calendar year, probably in the fourth quarter.

The Supervisory Board and the Executive Board of Axel Springer SE then decided to postpone the ordinary general meeting of shareholders convened for 17 June 2020 to the fourth quarter and to combine this with the resolution on the squeeze-out. This will avoid having to hold two general meetings in 2020. In June 2020, Axel Springer SE will make a down payment of 50 percent of the planned dividend, corresponding to EUR 0.58 per share of Axel Springer SE.

Traviata B.V is in coordination with the other major shareholders of Axel Springer SE for the intended squeeze-out. Together, these major shareholders hold around 99.1 percent of the shares in Axel Springer; 95 percent of the shares are required for a squeeze-out request.

Upcoming appraisal proceedings in Germany

ARENDTS ANWÄLTE will represent minority shareholders in following proceedings:

• ADLER Real Estate AG: DA

• AUDI AG: squeeze-out

• Axel Springer SE: squeeze-out

• BHS tabletop AG: merger squeeze-out

• comdirect bank AG: merger squeeze-out

• First Sensor AG: DA

• HSBC Trinkaus & Burkhardt AG: squeeze-out

• innogy SE: merger squeeze-out 

• ISARIA Wohnbau AG: squeeze-out 

• Kontron S&T AG: squeeze-out

• MAN SE: merger squeeze-out

• OSRAM Licht AG: DA planned

• Schuler Aktiengesellschaft: squeeze-out 

• STADA Arzneimittel AG: squeeze-out

• WESTGRUND Aktiengesellschaft

(without obligation)

Merger squeeze-out at innogy SE entered into the commercial register

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

The extraordinary general meeting of the energy company innogy SE on 4 March 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html.

The squeeze-out resolution, as well as the merger with E.ON Verwaltungs SE (which was re-named innogy SE at the same time) have now been entered in the commercial register on 2 June 2020, so that the exclusion of minority shareholders has become effective.

The entry of the squeeze-out resolution in the commercial register was delayed by actions for rescission: https://spruchverfahren.blogspot.com/2020/06/innogy-se-anfechtungsklagen-gegen-den.html

The compensation payment for the squeeze-out, offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share, will be subject to an appraisal procedure.

Merger squeeze-out at innogy SE is delayed by actions for rescission

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

The extraordinary general meeting of the energy company innogy SE on March 4, 2020, had approved the merger squeeze-out demanded by the main shareholder Eon, see: https://spruchverfahren.blogspot.com/2020/03/auerordentliche-hauptversammlung-der.html. However, the entry of the squeeze-out resolution in the commercial register, required for the exclusion of minority shareholders to take effect, is delayed. Obviously, actions for rescission have been filed by minority shareholders. According to the Eon CEO, Johannes Teyssen, an release procedure has been initiated in order to achieve registration. According to Teyssen, Eon is expecting an entry "no later than September". In an release procedure according to section 246a German Stock Corporation Act, the court can order the registration of a faulty decision.

In March 2018, the energy groups Eon and RWE agreed to divide the then RWE subsidiary innogy among themselves. In the future, Eon wants to concentrate entirely on the operation of electricity and gas networks and business with customers. In return, RWE receives the renewable energies division from innogy and Eon and wants to become one of the world's leading producers of green electricity.

The compensation payment now offered by Eon for the squeeze-out in the amount of EUR 42.82 per innogy share will be subject to an appraisal procedure.

Voluntary public takeover offer to the Shareholders of RENK AG: Announcement regarding fulfillment of an offer condition

On 10 March 2020, Rebecca BidCo GmbH, Munich, Federal Republic of Germany, (the Bidder), published the offer document for its voluntary public takeover offer (the Takeover Offer) to the shareholders of RENK AG, Augsburg, Federal Republic of Germany (RENK) for the purchase of all bearer shares of RENK (ISIN DE0007850000) (the RENK Shares) against payment of a cash consideration in the amount of EUR 106.20 per RENK Share (the Offer Document). The acceptance period for the Takeover Offer expires on 19 May 2020, 24:00 hours (local time Frankfurt am Main) / 18:00 hours (local time New York), unless extended pursuant to the applicable rules under the WpÜG.

Pursuant to Section 12 of the Offer Document the Takeover Offer and the contracts with shareholders of RENK which come into existence as a result of its acceptance will only be consummated if the offer conditions provided for in Sections 12.1.1 and 12.1.2 of the Offer Document are fulfilled within the time periods indicated therein or effectively waived by the Bidder.

The European Commission has cleared the Transaction on 6 May 2020. Thus, the offer condition pursuant to Section 12.1.2(a)(i) of the Offer Document (merger control clearance by the European Commission) has been fulfilled. 

The Takeover Offer and the contracts which come into existence as a result of its acceptance are therefore still subject to the following offer conditions:

• Section 12.1.1(a) through (f) of the Offer Document (No adverse resolution of the general shareholders‘ meeting)

• Section 12.1.2(a)(iii) of the Offer Document (Merger control clearance in Saudi Arabia)

• Section 12.1.2(b)(i) of the Offer Document (Foreign investment control clearance in Germany)

• Section 12.1.2(b)(ii) of the Offer Document (Foreign investment control clearance in France)

• Section 12.1.2(b)(v) of the Offer Document (Foreign investment control clearance in the United States)

Frankfurt am Main, 6 May 2020

Rebecca BidCo GmbH

Fulfilment of completion conditions for the takeover of Sixt Leasing SE

Announcement pursuant to section 23 para. 1 sent. 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) and regarding the fulfilment of completion conditions

On 24 March 2020, Hyundai Capital Bank Europe GmbH, Frankfurt am Main, Germany, (the “Bidder”) has published the offer document for its voluntary public takeover offer (cash offer) to the shareholders of Sixt Leasing SE, Pullach, Germany, to acquire their no-par value bearer shares in Sixt Leasing SE (ISIN DE000A0DPRE6) (the “Sixt Leasing Shares”) against payment of a cash consideration in the amount of EUR 18.00 per share of Sixt Leasing SE (the “Takeover Offer”; cf. Section 4 of the offer document regarding a potential increase of the offer consideration under certain conditions). The acceptance period of the Takeover Offer expired on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany).

1 Announcement pursuant to section 23 para. 1 sentence 1 no. 2 WpÜG 

1.1 Until the end of the acceptance period on 30 April 2020, 24:00 hrs (local time Frankfurt am Main, Germany) (the „Reference Date“), the Takeover Offer has been accepted for a total of 6,369,648 Sixt Leasing Shares. This corresponds to approx. 30,90% of the share capital and the voting rights of Sixt Leasing SE.

1.2 On 21 February 2020, the Bidder and Sixt SE, Pullach, Germany, concluded a share purchase agreement in which they agreed to sell the 8,644,638 Sixt Leasing Shares held by Sixt SE to the Bidder subject to various conditions precedent (for further details cf. Section 6.7 of the offer document) (the “SPA”). Arising from the SPA, the Bidder, Santander Consumer Bank Aktiengesellschaft, Moenchengladbach, Germany, Santander Consumer Holding GmbH, Moenchengladbach, Germany, Santander Consumer Finance S.A., Madrid, Spain, and Banco Santander S.A., Santander, Spain, which control the Bidder, hold rights from instruments within the meaning of section 38 of the German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”) directly and indirectly held in relation to 8,644,638 voting rights in Sixt Leasing SE; this corresponds to approx. 41.94% of the share capital and voting rights of Sixt Leasing SE.

1.3 Apart from this, on the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries held any Sixt Leasing Shares, instruments relating thereto pursuant to sections 38 and 39 of the German Securities Trading Act (WpHG), or any rights to demand transfer of Sixt Leasing Shares. Moreover, no voting rights from Sixt Leasing Shares were attributed to them pursuant to section 30 WpÜG on the Reference Date.

1.4 The minimum acceptance threshold of the Takeover Offer (as described in Section 13.1.3 of the offer document) was equivalent to at least 55% of all Sixt Leasing Shares issued at the end of the acceptance period (including the 8,644,638 Sixt Leasing Shares to be acquired from Sixt SE under the SPA), and thus 11,336,377 Sixt Leasing Shares. The acceptance rate for Sixt Leasing Shares to be taken into account for this minimum acceptance threshold at the end of the acceptance period is 15,014,286 Sixt Leasing Shares. This corresponds to approx. 72.84%.

2 Fulfilment of Completion Conditions 

Pursuant to Section 13.1 of the offer document, the Takeover Offer and the agreements with the shareholders of Sixt Leasing SE which came into existence as a result of the acceptance of the Takeover Offer will only be completed if the Bidder has validly waived the fulfilment of the completion conditions described therein at least one working day prior to the expiry of the acceptance period (and prior to the non-fulfilment of the relevant completion condition) or the completion conditions have been fulfilled within the periods specified therein.

The completion conditions set out in Section 13.1.3 (“Minimum acceptance threshold”), Section 13.1.4 (“No capital measures”), Section 13.1.5 (“No material measure by Sixt Leasing”) and Section 13.1.6 (“No insolvency of Sixt Leasing”) of the offer document have been fulfilled. Therefore, the Takeover Offer still remains subject to the fulfilment of the remaining completion conditions which apply after the end of the acceptance period, i.e. Section 13.1.1 (“Merger control clearance – European Commission”) and Section 13.1.2 (“German Owner Control Clearance”).

3 Additional acceptance period 

Shareholders of Sixt Leasing SE who have not yet accepted the Takeover Offer may still accept the Takeover Offer pursuant to section 16 para. 2 sent. 1 WpÜG within two weeks following this announcement, i.e. within the period from

7 May 2020 to 20 May 2020, 24.00 hrs (local time Frankfurt am Main) 

The final number of Sixt Leasing Shares tendered under the Takeover Offer following the expiry of the additional acceptance period is expected to be published on 26 May 2020 once confirmation of the final outcome has been obtained.

Important information: 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Sixt Leasing SE. The terms and further provisions regarding the public takeover by Hyundai Capital Bank Europe GmbH to the shareholders of Sixt Leasing SE are set forth in the offer document whose publication is approved. Investors and shareholders of Sixt Leasing 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.

Frankfurt am Main, 6 May 2020

Hyundai Capital Bank Europe GmbH
The Management

MAN SE: Postponement of the annual general meeting

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

Munich, 10 May 2020 - The Executive Board of MAN SE today decided to postpone the annual general meeting of the company which was scheduled for 30 June 2020. Due to the postponement of the annual general meeting, on 30 June 2020 also no shareholders resolution on the merger-related squeeze-out which was announced by way of ad-hoc-announcement on 28 Febuary 2020 will be passed. A new date for the annual general meeting has not been set and will be published in due time.

Virtual general meeting on the merger law squeeze-out at comdirect bank AG

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

The merger law squeeze-out at comdirect bank AG in favor of COMMERZBANK Aktiengesellschaft is to be decided at the Annual General Meeting on Tuesday, May 5, 2020, 10:00 a.m., there under agenda item number 6. The meeting will be held without the physical presence of the shareholders, i.e. conducted as a virtual general meeting (facilitated by a recent temporary change of the law in response to the COVID-19 crisis).

COMMERZBANK had set the cash compensation at EUR 12.75:
https://spruchverfahren.blogspot.com/2020/03/comdirect-bank-ag-barabfindung-fur.html

In order to exceed the threshold of 90% required for a merger law squeeze-out, COMMERZBANK subsidiary Commerzbank Inlandsbanken Holding AG had paid EUR 15.15 per comdirect share to Petrus Advisers Ltd. for a share package (plus reimbursement of costs and processing fee of 0.75% of the total purchase price), see: https://spruchverfahren.blogspot.com/2020/01/commerzbank-inlandsbanken-holding-ag.html

By acquiring the comdirect share package, COMMERZBANK avoided the much more complex route of a merger with the main shareholder, discussed as "plan B", see:
https://spruchverfahren.blogspot.com/2019/12/die-commerzbank-scheitert-wie-erwartet.html

The appropriateness of the cash compensation offered will be judicially reviewed in an appraisal procedure.

ADO Properties S.A. announces voluntary takeover bid to WESTGRUND shareholders

Publication of inside information pursuant to Article 17 of Regulation (EU) No 596/2014

Berlin, 25 March 2020 - ADO Properties S.A., Luxembourg ("Bidder"), today published its intention to make a voluntary public takeover offer to the shareholders of WESTGRUND Aktiengesellschaft to acquire the WESTGRUND shares held by them against payment of a cash consideration. According to the publication, the amount of the cash consideration per share will at least correspond to the company value determined on the basis of a company valuation of WESTGRUND Aktiengesellschaft pursuant to Section 31 para. (1), (2) and (7) Securities Acquisition and Takeover Act (WpÜG) in conjunction with Section 5 para. (4) WpÜG Offer Ordinance per WESTGRUND share. The Bidder and ADLER Real Estate AG will enter into an agreement pursuant to which ADLER Real Estate AG will undertake vis-à-vis the Bidder not to accept the takeover offer with respect to the WESTGRUND shares held by it (Non-Tender Agreement).

The voluntary public takeover offer will be made on the basis of an offer document still to be approved by the Federal Financial Supervisory Authority and will be subject to the conditions stated therein and published at a later date after approval by the Federal Financial Supervisory Authority.

The Management Board and Supervisory Board of WESTGRUND Aktiengesellschaft will review the offer and, following publication of the offer document, will issue and publish a reasoned statement on the offer in accordance with their legal obligations.

WESTGRUND Aktiengesellschaft

The Management Board

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.