ams AG (SWX:AMS) made a non-binding, preliminary expression of interest to acquire OSRAM Licht AG (XTRA:OSR) for €3.7 billion on May 29, 2019. Under the terms of the offer, ams AG will pay €38.5 per share subject to the results of detailed due diligence and success in securing the required financing commitments for the transaction. As of August 21, 2019, Managing Board and Supervisory Board of OSRAM Licht AG have waived the existing standstill agreement with ams and signed a cooperation agreement. This clears the way for a voluntary public takeover offer by ams AG. The funding of the offer shall be supported by a temporary bridge-loan facility of €4.2 billion. The financing of the transaction has been secured through bridge facility fully underwritten by HSBC and UBS as joint global coordinators. Currently, neither the bridge-loan nor the equity portion is supported by binding commitments; any other coverage of operational funding requirements has not been clarified. OSRAM Licht AG would continue to operate under its current name and exist as a brand following the takeover. Munich would become co-headquarters, with global central functions.

As of September 27, 2019, ams AG increased offer per share to €41 per share from €38.5 per share. Offer will be financed from €4.4 billion bridge facility fully underwritten by HSBC, UBS and BAML.

The Offer will be subject to a 70% minimum acceptance threshold and customary closing conditions, including regulatory clearance. The transaction is also subject to approval of shareholders of OSRAM and anti-trust approval. As on July 16, 2019, following an evaluation of recent developments ams does not see a sufficient basis for continuing the discussions with OSRAM Licht AG. As on August 12, 2019, on the basis of preliminary assessment, OSRAM Licht AG has decided to enter into negotiations with ams regarding the conclusion of a Business Combination Agreement. The successful conclusion of the negotiations is a prerequisite for the waiving of the existing standstill agreement between OSRAM Licht AG and ams. As of August 19, 2019, metalworkers' union in Germany, IG Metall, has rejected the offer as it is still not convincing. The offer is still under review by the German Federal Financial Supervisory Authority (BaFin). Transaction is approved by Board of Directors of OSRAM. ams expects to complete the transaction in first half of 2020. ams plans to launch the Offer by August 15, 2019, with the offer period commencing prior to September 5, 2019. As of August 21, 2019, the offer is expected to be valid until the beginning of October 2019. As of September 3, 2019, the offer document was approved by the German Federal Financial Supervisory Authority BaFin. As of September 16, 2019, minimum acceptance threshold lowered to 62.5% from 70%. The tender offer is commenced and will expire on October 1, 2019. As of September 27, 2019, ams increased its shareholding in OSRAM to 14.69%. On October 1, 2019, AMS increased direct shareholding in OSRAM to 19.99% for regulatory reasons. Shareholding includes OSRAM shares unconditionally bought by ams. Shareholding does not include shares already tendered into ams' all-cash takeover offer for 100% of share capital of osram at €41 per OSRAM share. Transaction is expected to be accretive to ams' earnings per share from the first year post completion adjusted for cost synergies.

UBS Group AG and HSBC Holdings plc acted as financial advisors for ams. Bank of America Merrill Lynch International Limited acted as financial advisor for Supervisory Board of ams. Linklaters LLP; Schellenberg Wittmer and Herbst Kinsky Rechtsanwälte GmbH acted as legal advisors and PricewaterhouseCoopers CI LLP provided financial due diligence as well as accounting and tax advice to ams. Lazard Ltd acted as financial advisor to OSRAM Licht AG.

ams AG (SWX:AMS) completed the acquisition of 19.99% stake in OSRAM Licht AG (XTRA:OSR) for approximately €790 million on October 1, 2019. ams AG failed to achieve the minimum tender offer condition of 62.5%.