RELEVANT LAWS OF SUCH JURISDICTION
ams submitted a proposal to OSRAM for a takeover offer at a price of €38.50 per share
? Combination of ams and OSRAM creates a global leader in sensor solutions and photonics with tangible benefits for customers
? Step change for both companies, leveraging European sensor and photonics technology to drive growth, margin improvement and continued investment
? Offer price of €38.50 reflects premium of 33% to undisturbed OSRAM share price (€28.92) and 10% to the offer from Bain Capital and The Carlyle Group (€35.00)
? Cost and revenue synergies with an expected annual pre-tax run-rate in excess of €300 million, representing significant value creation
? Expected to be accretive to ams' earnings per share from the first year post completion; returns expected to exceed ams' cost of capital from the second year post completion
? €4.2bn committed bridge facility and €1.5bn underwritten equity issuance, resulting in
pro-forma Dec-2019 net debt/EBITDA ratio of 4.3x or 3.2x adjusted for run-rate synergies
? Higher quality cash flows, underpinned by diversified revenue mix and synergies, drive
deleveraging and facilitate further investment in the business
? Plan to identify the best owner for the Digital division and gradually phase-out of the
Consumer General Lighting LED business
? Ready to enter into a binding agreement with protective covenants and commitments for
employees and further investment in Germany
? ams has requested OSRAM to waive the standstill agreement to enable the launch of a
takeover offer which is attractive for all stakeholders
Premstaetten, Austria (11 August 2019) -- ams AG (SIX: AMS), a leading worldwide supplier of high
performance sensor solutions, has today submitted a fully financed proposal (the "Proposal") to OSRAM Licht AG ("OSRAM") for an all-cash takeover offer (the "Offer") for 100% of the share capital of OSRAM at a price of €38.50 per share (the "Transaction"). The Proposal includes a comprehensive commitment package addressing all stakeholders of OSRAM. ams is confident that the Proposal enables OSRAM to waive the standstill agreement, dated 4 June 2019, and subsequently plans to launch the Offer.