Osram clears way for ams takeover offer of €38.50 per share

The managing board and supervisory board of Osram GmbH of Munich, Germany have waived the existing standstill agreement with ams AG of Premstaetten, Austria (which designs and makes high-performance sensor and analog solutions) and signed a cooperation agreement, clearing the way for a voluntary public takeover offer by ams. The offer, which is expected to be valid until the beginning of October, amounts to €38.50 in cash per share, with a minimum acceptance level of 70%.

“Our shareholders now have two offers on the table, allowing them to choose between the different business concepts,” says Olaf Berlien, CEO of OSRAM Licht AG.

In early July, Osram’s managing board and supervisory board announced support for a legally binding public takeover offer (of €35 in cash per share) from a bidding consortium composed of US-based firms Bain Capital and The Carlyle Group, as well as signing an investor agreement that included comprehensive commitments.

“We are proud to have made brave, strategically right decisions in an extremely difficult market environment over the past few years. The interest shown by several bidders, both from the private equity sector and the industry, is testimony for this,” Berlien says.

Osram says that, in addition to providing a takeover offer with a secured financing for shareholders, it is important to its managing board and supervisory board that employee interests are safeguarded, so the cooperation agreement with ams thus provides commitments for employees and essential parts of the company. ams has also committed to maintaining existing collective agreements, works agreements and similar arrangements. Existing pension plans shall also be fully retained. Munich would become co-headquarters, with global central functions. Osram would continue to operate under its current name and exist as a brand following the takeover.

Osram will also give ams further opportunity to convince its managing board and supervisory board of the business orientation, global location strategy and integration concept. For various reasons, it has not yet been possible to reach an adequate understanding on these issues. In particular, integration of an industrial group with revenue of more than €3.8bn (in fiscal year 2018) and a presence in about 70 countries by a significantly smaller company represents a challenging task, says Osram.

Osram says that its consequent transformation into a high-tech photonics company remains the only viable way for it to secure growth over the medium and long term. Osram will hence continue to focus on moving in this direction.

The offer document of ams still needs to be reviewed and approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the provisions of the German Securities Acquisition and Takeover Act (WpÜG).

See related items:

Osram supports public takeover offer of €35 per share from Bain Capital and Carlyle Group

OSRAM’s quarterly revenue to fall 15% year-on-year; full year to decline 11-14%

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