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© Osram Business | July 16, 2019

ams not 'interested' in Osram Licht after due diligence

First made public by Osram Licht, ams has now notes a recent publication by Osram Licht AG regarding a preliminary, non-binding expression of interest by ams for OSRAM Licht AG. Today, OSRAM Licht AG (OSRAM) received a non-binding, preliminary expression of interest of ams AG (AMS) to engage in discussions about a public takeover of OSRAM by AMS. Subject to the results of detailed due diligence and success in securing the required financing commitments for the transaction, AMS preliminarily values OSRAM at EUR 38.50 per share. AMS indicated that the funding of the offer shall be supported by a temporary bridge-loan facility of EUR 4.2 billion, which in part shall be refinanced at a later date by a capital increase in the amount of at least CHF 1.7 billion. Currently, neither the bridge-loan nor the equity portion are supported by binding commitments; any other coverage of operational funding requirements has not been clarified. On the basis of the information as per today, the Managing Board of OSRAM Licht AG does regard the probability of this transaction materializing as rather low. However, OSRAM will enable AMS to perform due diligence within strict compliance of anti-trust requirements in order to possibly remove the substantial uncertainties pertaining to the funding of the transaction intended by AMS. In addition, OSRAM will urge AMS to agree to honor the well-established interests of the company and other important stakeholders, and commit to enter into a respective legally binding agreement.

Updated; July 16, 2019 8:41 AM
"ams confirms that it has been engaged in discussions with OSRAM Licht AG regarding a potential transaction as ams is constantly evaluating potential opportunities in light of its technology-led strategy", a short ams statement reads. However, following an evaluation of recent developments ams does not see a sufficient basis for continuing these discussions with OSRAM Licht AG. Meanwhile, Osram went public with an announcement supporting the public takeover offer from Bain Capital and The Carlyle Group. Following a diligent process with the best interests for the company, the shareholders and other stakeholders in the center of consideration the Managing Board and Supervisory Board have decided to support this offer, a press release by the company states. Osram and the consortium have also concluded an investor agreement that includes comprehensive commitments. “Bain and Carlyle are the right partners for Osram at the right time”, said Olaf Berlien, CEO of Osram. “They support our strategy and facilitate growth. Both are committed to our employees and offer shareholders an attractive premium.”
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November 19 2019 5:01 pm V14.7.13-1