EANS-News: ams AG / ams announces start of acceptance period of takeover offer for OSRAM Licht AG CNE

Tuesday, 03. September 2019 15:00
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Mergers - Acquisitions - Takeovers

Premstaetten - NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
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ams announces start of acceptance period of takeover offer for OSRAM Licht AG

* 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

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement                         euro adhoc
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issuer:       ams AG
              Tobelbader Strasse   30
              A-8141 Premstaetten
phone:        +43 3136 500-0
FAX:          +43 3136 500-931211
mail:         investor@ams.com
WWW:          www.ams.com
ISIN:         AT0000A18XM4
indexes:      
stockmarkets: SIX Swiss Exchange
language:     English

EAX0009    2019-09-03/15:00

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