OSRAM Licht AG

09/16/2019 | Press release | Distributed by Public on 09/16/2019 01:59

Osram publishes reasoned opinion on ams offer

- Offer from ams is attractive from a financial point of view and therefore recommended


- In the Boards, however, there are concerns about the concept presented

On September 3, 2019, ams AG, headquartered in Premstätten, Austria, published a voluntary public takeover offer of EUR 38.50 per share for all shares of OSRAM Licht AG. After careful examination and thorough consideration of all advantages and disadvantages arising from obligations under equity law, Osram's Executive Board and the majority of its Supervisory Board recommend in their reasoned opinion that Osram shareholders accept the offer. The financial attractiveness of the offer was to be weighted higher than points of criticism.

Regardless of the financial attractiveness of the Offer, the Executive Board and the Supervisory Board continue to have concerns regarding a takeover by ams. Both bodies would prefer a private ownership structure for the transformation of Osram from a vertically integrated lighting expert to a high-tech photonics player. In addition, a number of open questions on strategy require further coordination between Osram and ams, in particular with regard to the alignment of the businesses, the global location strategy, the synergy potential and the integration concept. In the opinion of the Executive Board and the Supervisory Board, it is crucial that a qualified and motivated integration team with ams and Osram employees creates a professional concept and implements it in a stringently managed project.

Overall, the Management Board and the majority of the Supervisory Board regard the strategy pursued by ams as promising in many respects, particularly with regard to the further development of the Opto Semiconductors business unit. By merging with ams, this business unit could benefit from the development of innovative sensor and photonics solutions, and the use of established customer access, among other things.

You can find the complete reasoned statement by the Management Board and Supervisory Board as well as an additional statement by the Group Works Council here.

ABOUT OSRAM

OSRAM, based in Munich, is a leading global high-tech company with a history dating back more than 110 years. Primarily focused on semiconductor-based technologies, our products are used in highly diverse applications ranging from virtual reality to autonomous driving and from smartphones to smart and connected lighting solutions in buildings and cities. OSRAM uses the endless possibilities of light to improve the quality of life for individuals and communities. OSRAM's innovations enable people all over the world not only to see better, but also to communicate, travel, work and live better. OSRAM has approximately 26,200 employees worldwide as of end of fiscal 2018 (September 30) and generated revenue of more than 3.8 billion euros from continuing activities. The company is listed on the stock exchanges in Frankfurt and Munich (ISIN: DE000LED4000; WKN: LED 400; trading symbol: OSR). Additional information can be found at www.osram.com.

Disclaimer

This document contains statements and information pertaining to our future business and financial performance and future developments that may constitute forward-looking statements - i.e. statements about processes that take place in the future, not in the past. These statements pertaining to the future can be identified by expressions such as 'anticipate', 'expect', 'want', 'intend', 'plan', 'believe', 'aspire', 'estimate', 'will', 'predict' or words of similar meaning. Such statements are based on current expectations and certain assumptions of OSRAM‟s management. They are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are outside the control of OSRAM, have an influence over OSRAM's business activities, achievement, business strategies and results. These factors may cause the actual results to differ materially from the statements of OSRAM, successes and achievements to results, performance or achievements expressed or implied in the forward-looking statements or on the basis of earlier trends can be expected. These factors include in particular, but are not limited to, the matters described in the chapter 'Report on Risks and Opportunities' in the Annual Report of OSRAM Licht Group. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of OSRAM may vary materially from those described in the relevant forward-looking statement as being expected, anticipated, intended, planned, believed, sought, estimated or projected. OSRAM neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated. Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures they reference.