EANS-News

ams AG / ams offer supported by OSRAM; ams has entered into Business Combination Agreement with OSRAM - Seite 2

period of 3 years (Standortsicherung);
* Locate approximately half of the leaders of corporate functions with a
significant part of their respective teams in Munich, and safeguard adequate
representation of members of the OSRAM management in the combined group;
* Investigate to change the legal form of ams from an AG to a Societas Europaea
under Austrian law;
* Investigate to increase the Supervisory Board of ams from 9 to 12 members
(increasing the number of employee representatives from 3 to 4);
* Continue existing shop agreements (Betriebsvereinbarungen), collective
bargaining agreements (Tarifverträge) and similar agreements in Germany;
* Exclude forced dismissals (betriebsbedingte Beendigungskündigungen) without
works council approval at the sites in Germany until 31 December 2022, which
can be directly related to the transaction;
* Ensure existing OSRAM pension plans will remain unchanged; and
* Assess options to include the OSRAM brand in the name of the combined company.


These commitments continue to enable ams to realize the envisaged cost and
revenue synergies from the combination with an expected annual pre-tax run-rate
of at least EUR 300 million.

"We are pleased to announce that we have successfully concluded our constructive
discussions and entered into a comprehensive BCA with OSRAM," said Alexander
Everke, CEO of ams. "This reflects our joint understanding on defining a
collaborative framework to ensure the success of creating a global leader in
sensor solutions and photonics. The agreement also reflects our continued
commitment to safeguard jobs and manufacturing sites in Germany. In addition, we
are pleased that the Management and Supervisory Board of OSRAM recommend our
Offer. In combination, this creates the foundation for a successful relationship
between ams and OSRAM and the basis on which we look forward to delivering our
joint strategic vision."

ams encourages all OSRAM shareholders who have not presently done so, to tender
into the Offer and is confident to achieve the minimum acceptance threshold.
OSRAM shareholders are able to tender their shares into the Offer until the
acceptance period expires on 5 December 2019 at midnight (CEST).

Further information about the Offer - website FAQ and hotline for retail
shareholders
A FAQ section for shareholders is available online at ams http://www.offer-ams-
osram.com/ [http://www.offer-ams-osram.com/].
A takeover offer hotline for retail shareholders is available between 9 a.m. and
6 p.m. (CEST) from Monday to Friday as of today under the phone number +49 69