EANS-News
ams AG / ams offer supported by OSRAM; ams has entered into Business Combination Agreement with OSRAM
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Corporate news 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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Corporate news 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
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
* OSRAM has published reasoned statement in which both Management Board and
Supervisory Board of OSRAM state their support of the ams Offer
* ams and OSRAM have agreed a Business Combination Agreement with comprehensive
commitments aimed at safeguarding jobs and manufacturing sites in Germany
* ams encourages all OSRAM shareholders to tender into the Offer and is
confident to achieve the 55% minimum acceptance threshold
* Offer period due to expire on Thursday, 5 December 2019
Premstaetten, Austria (12 November 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, notes the publication of the
reasoned statement by the Management Board and Supervisory Board of OSRAM Licht
AG ("OSRAM"). ams welcomes the positive recommendation in support of its all-
cash takeover for 100% of the share capital of OSRAM at a price of EUR 41.00 per
share (the "Offer"). In particular, ams recognizes the shared views surrounding
the strategic logic of the combination and the financial attractiveness of the
Offer. Furthermore, ams is pleased that members of the Management Board and
Supervisory Board of OSRAM have stated to tender their shares into the Offer.
In addition, ams announces that it has entered into a Business Combination
Agreement ("BCA") with OSRAM. The BCA creates a collaborative framework to
deliver the joint strategic vision and a successful combination of ams and
OSRAM. The companies intend to create a global leader in sensor solutions and
photonics with tangible benefits for customers in particular by leveraging
leading capabilities in emitters, driver and processing ICs, micro-optics and
optical packaging, detectors and algorithm development to deliver best-in-class
solutions for sizeable sensing, illumination, visualization and treatment
applications.
The BCA also provides enhanced stakeholder commitments and protective covenants
for OSRAM employees aimed at safeguarding jobs and manufacturing sites in
Germany. ams will, amongst other provisions:
* Continue to operate OSRAM's existing German production sites for a minimum
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