The Managing Board of Osram Licht AG (Osram) has waived the existing standstill agreement with ams AG (ams) and, with the approval of the Supervisory Board, has signed a cooperation agreement providing protection commitments for employees, company sites and key parts of the business.
After careful consideration of the transaction offer, the Managing Board and Supervisory Board of Osram have come to the conclusion that it is particularly in the interest of Osram's shareholders and other stakeholders to waive the existing standstill agreement with ams and to sign a cooperation agreement with ams in order to enable ams to publish the offer.
The offer price is EUR 38.50 per Osram share and is 10% higher than the current offer of the bidding consortium consisting of Bain Capital and The Carlyle Group. ams' offer values Osram with an equity value of approximately EUR 3.7 billion and an enterprise value of approximately EUR 4.3 billion. ams provides for a minimum acceptance threshold of 70 percent, further customary market conditions and an acceptance period running presumably until the beginning of October 2019. The acceptance threshold does not include the treasury shares of Osram.
The offer document will be published at a later date by Opal BidCo GmbH, a holding company of ams AG, in accordance with the provisions of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG) after approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). After publication, the Managing Board and Supervisory Board will carefully review the offer document and issue a reasoned opinion pursuant to Section 27 WpÜG. If the offer document is published by ams before expiry of the acceptance period of the current offer of the bidder consortium consisting of Bain Capital and The Carlyle Group, those shareholders who have already tendered their shares may withdraw from the acceptance of the offer and accept the offer of ams.
Head of Investor Relations
OSRAM Licht AG
80807 München, Deutschland
Tel. +49 89 6213-3030
21-Aug-2019 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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