A financial consortium of investors consisting of Bain Capital, LP and The Carlyle Group L.P. (NasdaqGS:CG) made an offer to acquire OSRAM Licht AG (XTRA:OSR) from its managing Board and others for €3.4 billion on July 3, 2019. The offer per share is €35. In a related deal, financial consortium of investors consisting of Bain Capital, LP and The Carlyle Group L.P. also offered to conclude an investor agreement to the shareholders of OSRAM Licht AG. OSRAM Licht AG will discuss and inform in due course. The transaction will be financed from €2.1 billion cash provided by funds of Bain and Carlyle and €1.3 billion will be financed from debt provided by Credit Suisse (Deutschland) Aktiengesellschaft, Cayman Islands Branch, Credit Suisse International, Deutsche Bank AG, London Branch, Nomura International plc and Macquarie Corporate Holdings Pty Limited (UK Branch). Post-completion, OSRAM will continue to operate from its current headquarters in Munich, Germany.

There is a minimum acceptance threshold of 70%. If the offer is accepted by 90% of the shareholders, then the remaining shares will be acquired through squeeze-out. The transaction is also subject to customary conditions, including merger control approvals from shareholders, European Commission, Chinese State Administration for Market Regulation, Israel Competition authority, Competition authority of Kenya, Federal Commission on Economic Competition, Federal Anti-Monopoly Service, Serbian Commission for Protection of Competition, South African Competition Commission, Swiss Competition Commission, Taiwanese Fair Trade Commission, Turkish Competition Board, Anti-Monopoly Committee of Ukraine, antitrust authorities of the United States and foreign investment control approval in Germany by the Federal Ministry for Economic Affairs and Energy. As on July 4, 2019. The supervisory Board and managing Board of OSRAM Licht AG supports the offer. As of July 4, 2019, both the Supervisory Board and Managing Board assume that they will recommend in their reasoned response that shareholders should accept the offer. As of July 5, 2019, IG Metall accepts the offer. The offer period is expected to end at the beginning of September. As of July 22, 2019, the offer document is published and tender offer is commenced. The acceptance period will end on September 5, 2019. The additional acceptance period will presumably begin on September 11, 2019 and will end on September 24, 2019. As of August 7, 2019, Allianz Global Investors rejected the bid of Bain Capital and Carlyle which holds slightly over 9% stake in OSRAM. As of October 4, 2019, ams bid for OSRAM is terminated. As of October 18, 2019, ams launch a new bid for OSRAM. Offer price made by Bain and Carlyle was €35 per share. As of September 4, 2019, the acceptance period is extended till October 1, 2019.

Perella Weinberg Partners acted as financial advisor to OSRAM Licht AG. Benjamin Leyendecker, Jörg Kirchner, Thomas Krawitz, Jacob Traff, Anna Schwander, Neel Sachdev, Matthew Merkle, Daniel Borg, Wolfgang Nardi, Oded Schein, Sarah Jordan, Jeffery Norman, Shellie Weisfield Freedman, David Eich, Rongjing Zhao and Ian Bushner of Kirkland & Ellis International LLP acted as legal advisors for Bain Capital, LP and The Carlyle Group L.P. Norbert Rieger and Christoph Rothenfuesser of Milbank LLP acted as legal advisors for The Carlyle Group L.P. Simon Link and Jochen Cousins of Hengeler Mueller Partnerschaft von Rechtsanwälten mbB, Kai Rossig of InHouse Law Firm and Christoph Seibt, Sabrina Kulenkamp, Peter Niggemann and Mario Huether of Freshfields Bruckhaus Deringer acted as legal advisors to Board of OSRAM Licht AG. Mohamed Nurmohamed of Latham & Watkins acted as legal advisor for financing banks. Wilhelm Reinhardt, Annekatrin Pelster and Alexander Klein of Gibson, Dunn & Crutcher LLP acted as legal advisor for Credit Suisse. Goldman Sachs, J.P. Morgan and Macquarie Group acted as financial advisors to Bain Capital, LP and The Carlyle Group. Lazard acted as financial advsior to OSRAM Licht AG Supervisory Board. Nomura Holdings, Inc acted as a financial advisor to Bain Capital, LP and The Carlyle Group L.P. Credit Suisse Group AG acted as a financial advisor to Bain Capital, LP and The Carlyle Group L.P. Deutsche Bank Securities Inc. acted as a financial advisor to Bain Capital, LP and The Carlyle Group L.P. York Schnorbus of Sullivan & Cromwell LLP is advising Lazard as financial adviser to OSRAM Licht AG.

A financial consortium of investors consisting of Bain Capital, LP and The Carlyle Group L.P. (NasdaqGS:CG) cancelled the acquisition of OSRAM Licht AG (XTRA:OSR) from its managing Board and others on October 7, 2019. On October 7, 2019, the consortium announced that the takeover offer had expired because the minimum acceptance threshold specified therein had not been reached. The Offer was accepted for in total 650,278 OSRAM-Shares, corresponding to approximately 0.69% of all OSRAM Shares (disregarding treasury shares held by OSRAM) and thus, the required minimum acceptance threshold of the Offer has not been reached and the Offer has not been completed.