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  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. 
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Mergers - Acquisitions - Takeovers 
03.05.2021 
 
Munich - 
                            Convenience Translation 
                 - Only the German version is legally binding - 
 
Announcement of the decision to make a public delisting tender offer (Delisting- 
    Erwerbsangebot) pursuant to section 10 para. 1 of the German Securities 
 Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in 
 conjunction with section 39 para. 2 sent. 3 no. 1 of the German Stock Exchange 
                           Act (Börsengesetz, BörsG) 
 
 
Bidder: 
ams Offer GmbH 
Marcel-Breuer-Straße 6 
80807 Munich 
Germany 
registered with the commercial register of the local court (Amtsgericht) of 
Munich under HRB 252979 
 
Target: 
OSRAM Licht AG 
Marcel-Breuer-Straße 6 
80807 Munich 
Germany 
registered with the commercial register of the local court (Amtsgericht) of 
Munich under HRB 199675 
ISIN: DE000LED4000 
 
ams Offer GmbH (the "Bidder"), a wholly owned subsidiary of ams AG, Premstätten, 
Austria, decided today to make a public delisting tender offer to the 
shareholders of OSRAM Licht AG (the "Delisting Offer") for the acquisition of 
their no-par-value registered shares (auf den Namen lautende nennwertlose 
Stückaktien) in OSRAM Licht AG (DE000LED4000; the "OSRAM Shares"). The Bidder 
intends to offer a cash consideration in the amount of EUR 52.30 per OSRAM 
Share. 
 
The Delisting Offer will not be subject to completion conditions. 
The Bidder will instruct the management board of OSRAM Licht AG under the 
existing domination and profit and loss transfer agreement in accordance with 
section 308 of the German Stock Corporation Act (Aktiengesetz) to apply for the 
revocation of the admission of all OSRAM Shares to trading on the regulated 
market (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter 
Wertpapierbörse) and on the regulated market of the Munich Stock Exchange 
(Münchener Wertpapierbörse) pursuant to section 39 para. 2 sent. 1 BörsG after 
prior coordination with the Bidder before the end of the acceptance period to be 
determined in the offer document for the Delisting Offer and to take, after 
prior coordination with the Bidder, all reasonable measures to ensure, to the 
extent possible, that the inclusion of the OSRAM Shares in all organized trading 
venues, in particular the open markets (Freiverkehr), is terminated at the 
earliest time possible. 
 
The offer document for the Delisting Offer (in German and a non-binding English 
translation) containing the detailed terms and conditions of, and other 
information relating to, the Delisting Offer, respectively, will be published on 
the internet at 
                            www.offer-ams-osram.de. 
 
The offer document for the Delisting Offer will also be published by way of a 
notice of availability in the German Federal Gazette (Bundesanzeiger) and will 
be accessible on the website of the German Federal Financial Supervisory 
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). 
 
Important notice: 
This announcement is neither an offer to purchase nor a solicitation of an offer 
to sell OSRAM Shares. The terms and further provisions regarding the Delisting 
Offer by the Bidder to the shareholders of OSRAM Licht AG will be set forth in 
the offer document which will be published following approval of its publication 
by BaFin. Holders of OSRAM Shares are strongly recommended to read the 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, the Bidder, 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 Takeover 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. 
 
Munich, 3 May 2021 
 
 
ams Offer GmbH 
The Managing Directors 
 
 
 
 
 
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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(END) Dow Jones Newswires

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