ams AG / ams has increased direct shareholding in OSRAM to 19.99%, its targeted maximum direct shareholding for regulatory reasons. The issuer is responsible for the content of this announcement.
Corporate news transmitted by euro adhoc with the aim of a Europe-wide distribution. The issuer is responsible for the content of this announcement.
Mergers - Acquisitions - Takeovers
Premstaetten - Premstaetten, Austria (1 October 2019) ams (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, announces that ams now holds 19.99% of all OSRAM Licht AG ("OSRAM") shares as a direct shareholding. This shareholding includes OSRAM shares unconditionally bought by ams but does not include the shares already tendered into ams' all-cash takeover offer for 100% of the share capital of OSRAM at EUR 41.00 per OSRAM share (the "Best and Final Offer").
The level of 19.99% is ams' targeted maximum direct shareholding in OSRAM which ams will not exceed for regulatory reasons prior to obtaining the required merger control and other regulatory clearances.
The Best and Final Offer will expire tonight at 24:00 CEST and significant additional tenders are still required to achieve the minimum acceptance threshold which is necessary for the offer to be successful. All remaining OSRAM shareholders therefore need to tender their shares today to capitalize on this superior offer.
About ams ams is a global leader in the design and manufacture of advanced sensor solutions. Our mission is to shape the world with sensor solutions by providing a seamless interface between humans and technology. ams' high-performance sensor solutions drive applications requiring small form factor, low power, highest sensitivity and multi-sensor integration. Products include sensor solutions, sensor ICs, interfaces and related software for consumer, communications, industrial, medical, and automotive markets. With headquarters in Austria, ams employs about 9,000 people globally and serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock exchange (ticker symbol: AMS). More information about ams can be found at https: //ams.com [https://ams.com/]
Join ams social media channels: >Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/ company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/ /www.youtube.com/user/amsAnalog]
Important notice: This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM ("OSRAM Shares"). The terms and further provisions regarding the Offer by Opal BidCo GmbH, a wholly-owned subsidiary of ams, to the shareholders of OSRAM are set forth in the offer document published on 3 September 2019 as amended on 16 September 2019. Holders of OSRAM Shares are strongly recommended to read any such offer document and to seek independent advice, where appropriate, in relation to the matters therein. Moreover, this announcement is neither an offer to sell nor a solicitation of an offer to purchase shares in ams. The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany and Switzerland may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements. The Offer is made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange Act") and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d). To the extent permissible under applicable law or regulation, and in accordance with German market practice, Opal BidCo GmbH or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Offer, before, during or after the period in which the Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions. The shares of ams have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of shares in the United States. This announcement may contain statements about ams and/or its subsidiaries (together the "ams Group") or OSRAM and/or its subsidiaries (together the "OSRAM Group") that are or may be "forward-looking statements". Forward-looking statements include, without limitation, statements that typically contain words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. ams cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which ams Group and OSRAM Group operate and the outcome or impact of the acquisition and related matters on ams Group and/or OSRAM Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, ams does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
ams is a registered trademark of ams AG. In addition many of our products and services are registered or filed trademarks of ams Group. All other company or product names mentioned herein may be trademarks or registered trademarks of their respective owners. Information provided in this press release is accurate at time of publication and is subject to change without advance notice.
Further inquiry note: Moritz M. Gmeiner Vice President Investor Relations Tel: +43 3136 500-31211 Fax: +43 3136 500-931211 Email: firstname.lastname@example.org
end of announcement euro adhoc
issuer: ams AG Tobelbader Strasse 30 A-8141 Premstaetten phone: +43 3136 500-0 FAX: +43 3136 500-931211 mail: email@example.com WWW: www.ams.com ISIN: AT0000A18XM4 indexes: stockmarkets: SIX Swiss Exchange language: English