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    AMS   AT0000A18XM4

AMS AG

(AMS)
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PRESS RELEASE: ams AG / ams to launch delisting offer for OSRAM

05/03/2021 | 01:20pm EDT
=------------------------------------------------------------------------------- 
  Disclosed inside information pursuant to article 17 Market Abuse Regulation 
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution. 
  The issuer is responsible for the content of this announcement. 
=------------------------------------------------------------------------------- 
 
Mergers - Acquisitions - Takeovers 
03.05.2021 
 
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 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
ams to launch delisting offer for OSRAM 
 
 
* Attractive offer price of EUR52.30 per OSRAM share 
* Four week acceptance period expected to run from around 21 May to around 
  18 June 2021 
* Significant premium to cash compensation under DPLTA and prior takeover offer 
* Closing not subject to any conditions 
* Thereafter, OSRAM shares will terminate trading on the regulated market 
 
 
Premstätten, Austria (3 May 2021) -- ams (SIX: AMS), a leading worldwide 
supplier of high performance sensor solutions, announces the intention to launch 
a public delisting tender offer for the remaining approx. 28% shares of OSRAM 
Licht AG ("OSRAM") which are not presently owned by ams against a cash 
consideration of EUR52.30 for each OSRAM share (the "Delisting Offer"). 
 
The intended cash consideration of EUR52.30 per OSRAM share represents a premium 
of 1% to the volume weighted average share price of OSRAM during the last six 
months (estimated at EUR52.02 based on information from FactSet), being the 
statutory minimum price applicable to the Delisting Offer. Furthermore, it 
represents a premium of 28% to the offer price of the successful takeover offer 
in 2019 (EUR41.00), and a premium of 15% to the cash compensation offered to the 
remaining OSRAM shareholders in relation to the domination and profit and loss 
sharing agreement (the "DPLTA") (EUR45.54). 
 
"The Delisting Offer is the logical next step in the integration of OSRAM and 
the implementation of our strategy to create a global leader in optical 
solutions," said Alexander Everke, CEO of ams. "We have already made significant 
progress since the DPLTA came into effect and look forward to building on this. 
We encourage all remaining shareholders of OSRAM to tender their shares in the 
Delisting Offer which represents a financially attractive opportunity to 
monetize their holding at a price in excess of both the statutory minimum and 
the DPLTA cash compensation." 
 
Subject to approval by the German Federal Financial Supervisory Authority 
(Bundesanstalt für Finanzdienstleistungsaufsicht) and publication of the offer 
document, the Delisting Offer is expected to commence on around 21 May 2021 and 
be open for acceptance during a four weeks period until around 18 June 2021. The 
Delisting Offer will not be extended and is not subject to any conditions. In 
line with the financial strategy of ams, no additional financing will be needed 
to implement the Delisting Offer. 
 
Upon the delisting, the trading of OSRAM shares on the regulated market will 
terminate, which can result in a very limited liquidity and price availability 
for the OSRAM shares from that point in time onwards. The delisting of OSRAM 
from the regulated market will be independent of the eventual tender rate under 
the Delisting Offer. The delisting from the regulated market will also terminate 
the comprehensive financial reporting obligations of OSRAM as well as the 
application of numerous other capital market publication requirements. 
 
Further information in relation to the Delisting Offer will be made available at 
www.offer-ams-osram.com [http://www.offer-ams-osram.com/]. 
 
### 
 
About ams Group 
The ams Group, including the listed companies ams AG as parent company and OSRAM 
Licht AG, is a global leader in optical solutions. By adding intelligence to 
light and passion to innovation, we enrich people's lives. This is what we mean 
by Sensing is Life. 
With over 110 years of combined history, our core is defined by imagination, 
deep engineering expertise and the ability to provide global industrial capacity 
in sensor and light technologies. We create exciting innovations that enable our 
customers in the consumer, automotive, healthcare and industrial sectors 
maintain their competitive edge and drive innovation that meaningfully improves 
the quality of life in terms of health, safety and convenience, while reducing 
impact on the environment. 
 
Our around 30,000 employees worldwide focus on innovation across sensing, 
illumination and visualization to make journeys safer, medical diagnosis more 
accurate and daily moments in communication a richer experience. Our work 
creates technology for breakthrough applications, which is reflected in over 
15,000 patents granted and applied. Headquartered in Premstaetten/Graz (Austria) 
with a co-headquarter in Munich (Germany), the group achieved well over USD 5 
billion combined revenues in 2020 (pro-forma). ams AG is a listed company on the 
SIX Swiss Exchange (ISIN: AT0000A18XM4). OSRAM Licht AG is a listed company on 
the XETRA market in Germany (ISIN: DE000LED4000). More at https://ams-osram.com 
 
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. 
 
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] 
Join OSRAM social media channels: >Twitter [https://twitter.com/Osramcom] 
>LinkedIn [https://www.linkedin.com/company/osram] >Facebook [https:// 
www.facebook.com/osram/] >YouTube [https://www.youtube.com/user/osram] 
 
Please note: The ams brand is owned by ams AG, the OSRAM brand is owned by OSRAM 
GmbH. ams group and OSRAM group are in the process of integration. The 
combination of the ams and OSRAM brand is not representing a new brand. This is 
a visual symbol of the two companies coming together, representing the 
aspiration of our future joined group. 
 
Important notice: 
This announcement is neither an offer to purchase nor a solicitation of an offer 
to sell shares in OSRAM ("OSRAM Shares"). The terms and further provisions 
regarding the Delisting Offer by ams Offer GmbH, a wholly-owned subsidiary of 
ams AG, to the shareholders of OSRAM will be set forth in the offer document 
which will be published following approval of its publication by the German 
Federal Financial Supervisory Authority (Bundesanstalt für 
Finanzdienstleistungsaufsicht). Holders of OSRAM Shares are strongly recommended 
to read any such offer document and to seek independent advice, where 
appropriate, in relation to the matters therein. 
The release, publication or distribution of this announcement in certain 
jurisdictions other than the Federal Republic of Germany and Switzerland may be 
restricted by law. Persons who are resident in, or are subject to, other 
jurisdictions should inform themselves of, and observe, any applicable 
requirements. 
To the extent permissible under applicable law or regulation, and in accordance 
with German market practice, ams Offer GmbH, its affiliates and/or brokers 
acting on their behalf may, in compliance with applicable law, from time to time 
make certain purchases of, or arrangements to purchase, directly or indirectly, 
OSRAM Shares or any securities that are immediately convertible into, 
exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the 
Delisting Offer, before, during or after the period in which the Delisting Offer 
will remain open for acceptance. These purchases may occur either in the open 
market at prevailing prices or in private transactions at negotiated prices. Any 
information about such purchases would be disclosed as required by law or 
regulation in Germany or other relevant jurisdictions. 
This announcement may contain statements about ams AG and/or its subsidiaries 
(together the "ams Group") that are or may be "forward-looking statements". 
Forward-looking statements include, without limitation, statements that 
typically contain words such as "anticipate", "target", "expect", "estimate", 
"intend", "plan", "believe", "hope", "aims", "continue", "will", "may", 
"should", "would", "could", or other words of similar meaning. By their nature, 
forward-looking statements involve risks and uncertainties because they relate 
to events and depend on circumstances that may or may not occur in the future. 
ams Group cautions you that forward-looking statements are not guarantees of the 
occurrence of such future events or of future performance and that in particular 
the actual results of operations, financial condition and liquidity, the 
development of the industry in which ams Group operates anthe outcome or impact 
of the acquisition and related matters on ams Group may differ materially from 
those made in or suggested by the forward-looking statements contained in this 
announcement. Any forward-looking statements speak only as at the date of this 
announcement. Except as required by applicable law, ams Group does not undertake 
any obligation to update or revise publicly any forward-looking statement, 
whether as a result of new information, future events or otherwise. 
 
 
 
 
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 
=------------------------------------------------------------------------------- 
 
 
 
 

(END) Dow Jones Newswires

May 03, 2021 13:19 ET (17:19 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
AMS AG -0.83% 17.33 Delayed Quote.-10.49%
DJ INDUSTRIAL -0.42% 34935.47 Delayed Quote.14.63%
FACEBOOK INC -0.56% 356.3 Delayed Quote.30.44%
OSRAM LICHT AG 0.57% 53.3 End-of-day quote.2.42%
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Financials
Sales 2021 5 189 M 6 158 M 6 158 M
Net income 2021 -10,2 M -12,2 M -12,2 M
Net Debt 2021 1 703 M 2 021 M 2 021 M
P/E ratio 2021 -34,8x
Yield 2021 -
Capitalization 4 201 M 4 985 M 4 985 M
EV / Sales 2021 1,14x
EV / Sales 2022 1,07x
Nbr of Employees 29 753
Free-Float 95,0%
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Mean consensus OUTPERFORM
Number of Analysts 15
Last Close Price 16,12 €
Average target price 20,64 €
Spread / Average Target 28,1%
EPS Revisions
Managers and Directors
Alexander Friedrich Everke Chief Executive Officer
Ingo Bank Chief Financial Officer
Hans Jörg Kaltenbrunner Chairman-Supervisory Board
Thomas Stockmeier Chief Technology Officer
Michael Grimm Vice Chairman-Supervisory Board
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