EANS-Adhoc: ams AG / ams announces exclusion of subscription rights in relation to a potential placement of Convertible Bonds; pre-announces third quarter revenues for ams business of USD 564 million, ... EAE

Thursday, 08. October 2020 07:27
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08.10.2020

Premstaetten - (PR title cont'd) ... near the top end of the expectation range

* In connection with the Domination and Profit and Loss Transfer Agreement
  ("DPLTA") concluded with OSRAM Licht AG ("OSRAM") and the envisaged ultimate
  full integration of OSRAM, ams intends to issue Convertible Bonds ("Bonds")
  and enter into a new bridge facility, cancelling out existing bridge
  facilities
* Convertible Bonds to have an expected maturity of 7 years, with the timing and
  terms of placement, if any, determined subject to market conditions
* Intended transactions build a diversified, long-term funding structure
  maximizing financial flexibility for ams
* ams' business recorded third quarter revenues of USD 564 million, near the top
  end of expectation range; full consolidated third quarter results to be
  published on 6 November

Premstaetten, Austria (8 October 2020) -- ams AG (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, announces that its Management
Board has resolved today, subject to the consent of the Supervisory Board, to
exclude subscription rights in view of a potential placement of Convertible
Bonds (the "Bonds"). The Bonds with an expected maturity of seven years shall be
convertible into existing ordinary no par value bearer shares or new ordinary no
par value bearer shares from the Company's conditional capital equal to up to
10% of the current issued and outstanding share capital. The net proceeds of the
Bonds will be used to secure funding in relation to the envisaged ultimate full
acquisition of OSRAM Licht AG ("OSRAM") as well as for general corporate
purposes. The timing and terms of the placement of the Bonds, if any, will be
determined subject to market conditions.

In addition to the potential issuance of the Bonds, ams is in preparations to
enter into a new up to EUR 750 million bridge facility with a consortium of
banks, cancelling out the existing bridge facilities.

The intended issuance of the Bonds and envisaged new bridge facility will
together serve to secure comprehensive funding to implement the DPLTA as well as
subsequent steps in order to realize the full integration of OSRAM. In line with
ams' long-term funding strategy and prudent balance sheet management, the above-
mentioned transactions will complement the term profile of existing debt and
maximize financial flexibility for ams.

Demonstrating a strong quarterly development, ams also announces third quarter
2020 revenues for ams' business excluding OSRAM of USD 564 million, near the top
end of the stated expectation range. As previously announced, ams will publish
full consolidated third quarter results on 6 November 2020.

A notice (Hinweisbekanntmachung) of the report by the Management Board on the
exclusion of subscription rights in relation to the potential issuance of the
Bonds, as required by Austrian law, is being published in the Vienna Gazette
(Amtsblatt der Wiener Zeitung) on or about Friday, 9 October 2020.

###

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 around 9,000 people globally and
serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss
Exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]

Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/
/www.youtube.com/user/amsAnalog]

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.
This announcement may not be published, distributed or transmitted, directly or
indirectly, in the United States of America (including its territories and
possessions), Japan, Australia, South Africa or any other jurisdiction where
such announcement could be unlawful. The distribution of this announcement may
be restricted by law in certain jurisdictions and persons who are in possession
of this document or other information referred to herein should inform
themselves about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer
to purchase, securities of the company or of any of its subsidiaries in the
United States of America, Germany or any other jurisdiction. Neither this
announcement nor anything contained herein shall form the basis of, or be relied
upon in connection with, an offer in any jurisdiction. The securities offered
will not be and have not been registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order")
or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high
net worth companies, unincorporated associations, etc. (all such persons
together being referred to as "Relevant Persons"). This document must not be
acted on, or relied upon, by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities
described in this announcement is directed exclusively at persons who are
"qualified investors" within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the UK. For these purposes, a "Retail Investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of
article 4(1) of MIFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling
the Bonds or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the EEA or the UK may be unlawful under
the PRIIPs Regulation.
The Bonds may not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act ("FinSA") and no
application has or will be made to admit the Bonds to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. This
announcement does not constitute a prospectus pursuant to the FinSA or pursuant
to the Swiss Code of Obligations (as in effect immediately prior to the entry
into force of the FinSA) or pursuant to the listing rules of SIX Exchange
Regulation or any other trading venue in Switzerland.
No action has been taken that would permit an offering or an acquisition of the
securities or a distribution of this announcement in any jurisdiction where such
action would be unlawful. Persons into whose possession this announcement comes
are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement.
Investors should consult a professional advisor as to the suitability of the
placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and
projections with respect to anticipated future performance of the company
("forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes," "estimates," "anticipates," "expects," "intends," "may," "will" or
"should" or, in each case, their negative, or other variations or comparable
terminology. These forward-looking statements include all matters that are not
historical facts. Forward-looking statements are based on the current views,
expectations and assumptions of the management of the company and involve
significant known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in such statements. Forward-looking statements should not be read as
guarantees of future performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. Any forward-looking
statements included herein only speak as at the date of this release. We
undertake no obligation, and do not expect to publicly update, or publicly
revise, any of the information, forward-looking statements or the conclusions
contained herein or to reflect new events or circumstances or to correct any
inaccuracies which may become apparent subsequent to the date hereof, whether as
a result of new information, future events or otherwise. We accept no liability
whatsoever in respect of the achievement of such forward-looking statements and
assumptions.

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-0
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

EAX0001    2020-10-08/07:27

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