DGAP-Adhoc 134 0 Kommentare OSRAM Licht AG: Decision to enter into a domination and profit and loss transfer agreement with ams Offer GmbH

DGAP-Ad-hoc: OSRAM Licht AG / Key word(s): Takeover/Forecast
OSRAM Licht AG: Decision to enter into a domination and profit and loss transfer agreement with ams Offer GmbH

22-Sep-2020 / 19:01 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

OSRAM Licht AG: Entry into a domination and profit and loss transfer agreement with ams Offer GmbH

Munich, 22 September 2020

The Managing Board of OSRAM Licht AG ("OSRAM") agreed today with the Managing Board of ams AG, Premstätten ("ams") on the conclusion of a domination and profit and loss transfer agreement with ams Offer GmbH (a subsidiary of ams) as dominating company and OSRAM as controlled company. In this regard, the Managing Board and the Supervisory Board of OSRAM adopted resolutions to sign the agreement with ams Offer GmbH and to convene an Extraordinary General Meeting for 3 November 2020 in which, inter alia, a resolution is to be tabled to approve OSRAM's entry into the agreement.

The domination and profit and loss transfer agreement provides that, for its duration, any minority shareholders of OSRAM will receive an annual compensation payment of EUR 2.57 (gross) per OSRAM share less the amount of any corporation tax and the solidarity surcharge at the tax rate applicable to such taxes for the respective fiscal year. In addition, minority shareholders of OSRAM will receive an offer to sell their OSRAM shares for an appropriate cash compensation of EUR 44.65 ("Compensation offer"). The amount of the annual compensation payment and the compensation offer has been determined in accordance with the legal requirements and based on an assessment of the enterprise value of OSRAM.

According to this valuation, for FY21 (01.10.2020-30.09.2021) OSRAM expects comparable revenue growth between 6-10%, an adjusted EBITDA margin of 9-11% as well as Free Cash Flow ranging from balanced to a positive low double-digit million euro figure. This guidance is based on the assumption that the effects of the COVID-19 pandemic will be overcome during FY21. Accordingly, the economic consequences of any renewed intensification in the pandemic situation have not been included in the guidance figures.

Contact:

Juliana Baron
Head of Investor Relations

OSRAM Licht AG
Investor Relations
Marcel-Breuer-Straße 6
80807 München, Deutschland
Tel. +49 89 6213-3030
mailto:j.baron@osram.com
www.osram.com

22-Sep-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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Language:	English
Company:	OSRAM Licht AG
	Marcel-Breuer-Straße 6
	80807 München
	Germany
Phone:	+49 89 6213-0
Fax:	+49 89 6213-3629
E-mail:	ir@osram.com
Internet:	www.osram-group.com
ISIN:	DE000LED4000
WKN:	LED400
Indices:	MDAX
Listed:	Regulated Market in Frankfurt (Prime Standard), Munich; Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Stuttgart, Tradegate Exchange
EQS News ID:	1135141