Business Wire

ams to Launch New Takeover Offer for OSRAM at EUR 41.00 Per Share With Minimum Acceptance Threshold of 55%

Share

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that it intends to launch a new all-cash takeover offer for OSRAM Licht AG ("OSRAM") for 100% of the share capital of OSRAM at a price of EUR 41.00 per share ("Offer"). The Offer which represents a premium of 42% to the undisturbed OSRAM share price of EUR 28.92 as of 2 July 2019 will be launched by ams Offer GmbH, a newly incorporated, wholly owned subsidiary of ams. ams is the largest shareholder in OSRAM with a direct shareholding of 19.99% which ams will not exceed outside of the Offer. As a result of ams' shareholder position, ams has lowered the minimum acceptance threshold to 55%.

Winning way forward for ams and OSRAM

The combination of ams and OSRAM allows ams to create a global leader in sensor solutions and photonics with approximately EUR 5 billion of revenue. This accelerates ams to win in new breakthrough optical solutions, expedites the diversification of ams' revenue mix, enhances its manufacturing footprint with clear scale and cost advantages, and leverages the complementary go-to-market strengths of both companies. This combination is a winning way forward for OSRAM, its employees and shareholders as it creates a compelling technology platform and a stronger combined company. Designed to enable profitable growth, the combination will accelerate time-to-market for new solutions and increase content opportunities across end markets. In addition, the Offer is also consistent with the criteria ams has publicly stated for large transactions, i.e. it is strategically compelling, demonstrably value enhancing, financially accretive, achievable with a sustainable capital structure, and fits with ams' financial model.

"We are pleased to announce the launch of the new takeover offer to acquire OSRAM, delivering on our stated intention," said Alexander Everke, CEO of ams. "We are convinced that our Offer will be successful as it provides a highly attractive, fully valued price at a straightforward acceptance threshold. As the pre-eminent OSRAM shareholder at 19.99%, we are furthermore convinced that this Offer is the best available option for OSRAM’s shareholders. The strategic rationale of creating a global leader in sensor solutions and photonics, with strong European roots, is unchanged and offers a compelling opportunity for OSRAM, ams and our shareholders.

We are in constructive discussions with OSRAM to update the existing Cooperation Agreement, clearly underpinning our commitments to employees and manufacturing locations in Germany. We appreciate the fruitful discussions with the Management and Supervisory Board of OSRAM and look forward to working alongside the present OSRAM Management Board to realize our strategic vision."

Comprehensive stakeholder commitments

ams and OSRAM seek to update the existing Cooperation Agreement, building upon the binding, comprehensive commitments aimed at safeguarding OSRAM employees and manufacturing sites in Germany. ams re-affirms all existing commitments entered into on 21 August 2019, including that ams will continue to operate OSRAM’s existing German production sites for a minimum period of 3 years (Standortsicherung), create jobs in manufacturing and engineering in Germany, designate Munich to serve as a co-headquarter of the combined group with a strong presence for global corporate functions, continue existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and similar agreements in Germany, and ensure existing OSRAM pension plans will remain unchanged. At the same time, ams' concept for the successful integration of both companies encompasses OSRAM and its stakeholders, including unions and employee representatives.

Financially attractive transaction

The Offer results in significant value creation from cost and revenue synergies with an expected annual pre-tax run-rate in excess of EUR 240 million and EUR 60 million, respectively. The expected COGS synergies of more than EUR 120 million, primarily relate to the streamlining and optimization of the combined global manufacturing footprint. The expected operating expense synergies of more than EUR 120 million, primarily relate to the alignment of corporate functions, IT and R&D programs. The expected revenue synergies resulting in a pre-tax value of more than EUR 60 million are driven by leveraging joint go-to-market opportunities. ams expects the majority of these synergies to be delivered within the first 24 months post completion independent of ams’ final ownership level. In order to realize these synergies, ams expects to incur one-off integration costs of approx. EUR 400 million. In the longer term, ams anticipates significant additional revenue synergies from accelerating roadmaps in new optical solution and photonic areas.

The Offer values OSRAM at an enterprise value of EUR 4.6 billion, equivalent to 8.1x Sep-2019 adjusted EBITDA after run-rate cost and revenue synergies (EUR 565 million), and 17.3x Sep-2019 adjusted EBITDA based on consensus estimates (EUR 265 million). The Offer is expected to be accretive to ams' earnings per share from the first year post completion adjusted for cost synergies. The returns from the transaction including cost synergies are expected to exceed the weighted average cost of capital of ams from the second year post completion.

Sustainable financing structure

The financing of the 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 EUR 1.6 billion 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 de-leverage quickly based on the expected strong cash flow profile of the combined group.

Timeline

Subject to approval by BaFin, ams intends to commence the four week offer period for the Offer by the end of October. The Offer will be subject to customary closing conditions, including regulatory clearances. ams expects to complete the transaction in the first half of next year.

Advisers

UBS is acting as lead financial adviser, together with HSBC in conjunction with the Transaction. Bank of America Merrill Lynch is acting as financial adviser to the Supervisory Board of ams. Linklaters, Schellenberg Wittmer and Herbst Kinsky are acting as legal advisers to ams. Brunswick is acting as communication adviser to ams. PwC provided financial due diligence as well as accounting and tax advice to ams.

###

About ams

ams is a global leader in the design and manufacture of advanced sensor solutions. Our mission is to shape the world with sensor solutions by providing a seamless interface between humans and technology.

ams’ high-performance sensor solutions drive applications requiring small form factor, low power, highest sensitivity and multi-sensor integration. Products include sensor solutions, sensor ICs, interfaces and related software for consumer, communications, industrial, medical, and automotive markets.

With headquarters in Austria, ams employs about 9,000 people globally and serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock exchange (ticker symbol: AMS). More information about ams can be found at https://ams.com

Join ams social media channels:

>Twitter >LinkedIn >Facebook >YouTube

Important notice:

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM (“OSRAM Shares”). The terms and further provisions regarding the Offer by ams Offer GmbH (currently still operating under Blitz F19-566 GmbH), a wholly-owned subsidiary of ams, to the shareholders of OSRAM will be set forth in the offer document which will be published following approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). 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. Moreover, this announcement is neither an offer to sell nor a solicitation of an offer to purchase shares in ams.

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.

The Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).

To the extent permissible under applicable law or regulation, and in accordance with German market practice, ams Offer GmbH (currently still operating under Blitz F19-566 GmbH), its affiliates and/or brokers acting on their behalf may, outside of the United States of America and 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 Offer, before, during or after the period in which the 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.

The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of shares in the United States.

This announcement may contain statements about ams and/or its subsidiaries (together the “ams Group”) or OSRAM and/or its subsidiaries (together the “OSRAM Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. ams cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which ams Group and OSRAM Group operate and the outcome or impact of the acquisition and related matters on ams Group and/or OSRAM Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, ams does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

ams is a registered trademark of ams AG. In addition many of our products and services are registered or filed trademarks of ams Group. All other company or product names mentioned herein may be trademarks or registered trademarks of their respective owners. Information provided in this press release is accurate at time of publication and is subject to change without advance notice.

Contact information

Investor Relations
ams AG
Moritz M. Gmeiner
Head of Investor Relations
T +43 3136 500 31211
investor@ams.com

Media Relations
ams AG
Amy Flécher
Vice President Marketing Communications
T +43 664 8816 2121
press@ams.com

About Business Wire

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Piper Sandler Advises Momentive Performance Materials on the Sale of its Consumer Sealants Business to Henkel Corporation7.8.2020 21:55:00 EESTPress release

Piper Sandler &Co., a leading investment bank and institutional securities firm, served as financial advisor to Momentive Performance Materials Inc. (Momentive) in the sale of its consumer sealants business to Henkel Corporation. The deal, which remains subject to customary closing conditions including regulatory clearances, is expected to close in 2020. Momentive’s consumer sealants business encompasses GE-branded consumer sealants sold under license from the General Electric Company and available through home-improvement centers, major retailers and hardware stores. Momentive will continue to manufacture consumer sealants through 2021 under a transition supply agreement. (Source: Momentive Performance Materials Inc.) “In the midst of a pandemic, we are delighted to have helped Momentive, reach this agreement and achieve the goals of the company and its shareholders,” said Telly Zachariades, managing director, chemicals and materials, at Piper Sandler. “We are looking forward to aidin

ENA Investment Capital Publishes Open Letter to Ontex Shareholders7.8.2020 14:00:00 EESTPress release

ENA Investment Capital (“ENA”), a long-term, value-oriented investment firm and the second-largest shareholder in Ontex Group NV (“Ontex” or the “Company”) owning c.15% of the Company’s outstanding shares, today issued the following public letter to Ontex’s shareholders. Dear Fellow Ontex Shareholders, ENA Investment Capital, owning c.15% of the voting shares of Ontex, has devoted considerable time and resources to conduct a thorough analysis of Ontex. This includes acquiring a comprehensive understanding of the personal hygiene segment and, more importantly, of the Company’s turnaround potential which we are convinced, if effectively executed, can deliver significant value for shareholders. As part of this extensive 18-month due diligence effort, we have consulted with former executives from Ontex as well as its main competitors, industry experts, investment bankers, lawyers and specialist consultants on a wide range of topics critical to Ontex’s business such as raw material trends a

Novavax and Takeda Announce Collaboration for Novavax’ COVID-19 Vaccine Candidate in Japan7.8.2020 12:28:00 EESTPress release

Novavax, Inc. (Nasdaq: NVAX), a late stage biotechnology company developing next-generation vaccines for serious infectious diseases, and Takeda Pharmaceutical Company Limited (TSE:4502/NYSE:TAK), today announced a partnership for the development, manufacturing and commercialization of NVX‑CoV2373, Novavax’ COVID‑19 vaccine candidate, in Japan. NVX‑CoV2373 is a stable, prefusion protein made using Novavax’ recombinant protein nanoparticle technology and includes Novavax’ proprietary Matrix‑M™ adjuvant. Takeda will receive funding from the Government of Japan’s Ministry of Health, Labour and Welfare (MHLW) to support the technology transfer, establishment of infrastructure and scale-up of manufacturing. Takeda anticipates the capacity to manufacture over 250 million doses of the COVID-19 vaccine per year1. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200807005160/en/ “Takeda’s leading position in Japan, technical expertise,

SES S.A.: Half Year 2020 Results7.8.2020 08:30:00 EESTPress release

SES S.A. announced financial results for the six months ended 30 June 2020. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200806006164/en/ SES S.A.: Half Year 2020 Results (Photo: Business Wire) Solid H1 performance in line with expectations and continued underlying growth in Networks of +7.1% year-on-year(1,2) Revenue of EUR 947.5 million, -1.5% as reported with underlying revenue 2.4%(1,2) lower than H1 2019 Adjusted EBITDA(3) of EUR 582.0 million, -2.3% as reported (-3.5% at constant FX(2)) compared with H1 2019 and representing an Adjusted EBITDA(3) margin of 61.4% including a 2.2% year-on-year reduction in recurring operating expenses Limited COVID-19 impact in H1 reflecting business resilience with measures in place to mitigate increased headwinds in H2 2020 Updated FY 2020 group revenue outlook to EUR 1,860 - 1,900 million(4) in view of expected COVID-19 related revenue development FY 2020 Adjusted EBITDA(3) outlook

Western Union Stands in Solidarity with Lebanon6.8.2020 23:47:00 EESTPress release

Western Union, a leader in cross-border, cross-currency money movement and payments, today announced that it is offering zero-feei international money transfers paid out in U.S. dollars to Lebanon, as the country grapples with its recent tragedy amidst other economic and pandemic related threats. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200806006068/en/ Western Union Stands in Solidarity with Lebanon; Money Transfers to Lebanon Zero-Fee Paid out in US Dollars (Graphic: Business Wire) “We stand in solidarity with the people of Lebanon as they confront this latest tragedy following the horrific explosion in Beirut on August 4. Our thoughts and prayers are with families of those injured and have lost their lives,” said Jean Claude Farah, President, Global Network, Western Union. Farah said: “We know the people of Lebanon will stand strong as they grapple with this latest issue amidst other pressures of economic and COVID-

Pacific Drilling Announces Second-Quarter 2020 Results; Pacific Sharav Awarded a New 10-Well Contract in U.S. Gulf of Mexico6.8.2020 23:04:00 EESTPress release

Pacific Drilling S.A. (NYSE: PACD) (“Pacific Drilling” or the “Company”) today reported results for the second quarter of 2020. Net loss for second-quarter 2020 was $87.4 million or $1.16 per diluted share, compared to net loss of $61.0 million or $0.81 per diluted share in first-quarter 2020. Pacific Drilling CEO Bernie Wolford commented, “In the second quarter, our crews and leadership continued to exemplify our commitment to safe and efficient operations, including adopting measures to manage risks associated with COVID-19 transmission, delivering exceptional results for our clients, efficiently preserving the value of our assets and significantly reducing overhead costs.” Mr. Wolford continued, “Although oil prices began to rebound during the second quarter, clients have generally reduced their drilling investments, as evidenced by Equinor’s decision to cancel the previously exercised third firm well for Pacific Khamsin, and Murphy’s decision to cancel the two well Mexico contract

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom