Overview on the takeover offer by ams AG - Joint Reasoned Statement by the Managing and Supervisory Board of OSRAM Licht AG
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www.osram.com Overview on the takeover offer by ams AG Joint Reasoned Statement by the Managing and Supervisory Board of OSRAM Licht AG OSRAM Licht AG | September 16, 2019 Light is OSRAM
Disclaimer
This document has been issued by OSRAM Licht AG (the “Company” and, together with its direct and indirect subsidiaries, the "OSRAM Group").
This presentation or any part of it is for informational purposes only and does not constitute, and should not be construed as, part of any offer or invitation to sell, or
any solicitation of any offer to purchase or subscribe for, any securities in the OSRAM Group, and it is not intended to provide the basis of any investment decision
nor does it nor is it intended to form the basis of any contract for acquisition of or investment in the OSRAM Group, financial promotion, or any offer or invitation in
relation to any acquisition of or investment in the OSRAM Group in any jurisdiction, nor should it be considered as legal, financial or tax advice in relation to the
same. Neither the Company nor any of its employees or advisors assume any kind of responsibility or liability for the accuracy and completeness of the information
provided herein.
The information contained in this presentation is subject to amendment, revision and updating. The final terms and further provisions regarding the takeover offer by
Opal Bidco GmbH to the shareholders of the Company will be set forth in the offer document which will be published upon approval of its publication by the German
Federal Financial Supervisory Authority. Investors and shareholders in the Company are strongly recommended to read the offer document and all announcements
and documents published in connection with the takeover offer, since they will contain important information.
This presentation may contain forward-looking statements that are subject to risks and uncertainties. In addition, our representatives may from time to time make oral
forward-looking statements. Forward-looking statements may include, in particular, statements about future events, future financial performance, plans, strategies,
expectations, prospects, competitive environment, regulation and supply and demand. Company has based these forward-looking statements on its current views
and expectations and on certain assumptions of which many are beyond Company’s control. These are subject to a number of risks, uncertainties and factors,
including, but not limited to those described in disclosures, in particular in the sub-chapter Risks in the Annual Report. These risks, uncertainties and assumptions
could adversely affect the outcome and financial effects of the plans and events described herein. Given these uncertainties, readers should not put undue reliance
on any forward-looking statements. The information contained in this presentation is subject to change without notice and the Company does not undertake any duty
to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable laws and
regulations.
This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent
registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither this document nor any copy of it may be taken or
transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in the United States of America, its territories or
possessions or to any US person.
2 OSRAM Licht AG
Overview on the takeover offer by ams AG | September 16, 2019Takeover offer by ams in a nutshell
Offer price Strategic view Cooperation Agreement
EUR 38.50 per share in cash Future focus on Opto Commitments for protecting
Semiconductors and Automotive; employees and essential
Digital not seen as part of core parts of the company
(33% premium on undisturbed OSRAM share business by ams
price of EUR 28.92 and a 10% premium on the
Bain and Carlyle offer of EUR 35.00)
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Overview on the takeover offer by ams AG | September 16, 2019Key Parameters for…
…shareholders …employees …OSRAM
ams offers a high premium in a ams commits to protect essential ams has a different view on parts
difficult market environment parts of the company of OSRAM’s strategy
▪ The offered share price of €38.50 ▪ Protection clauses for employees ▪ Create a global leader in sensor
represents an attractive premium of: and locations solutions and photonics
▪ 33% to the day prior to Private Equity offer ▪ ams is committed to the ▪ Continue OSRAM under existing name
(€28.92)1)
“Eckpunktepapier Zukunftskonzept and preserve the OSRAM brand
▪ 10% to the offer from Bain Capital and the Deutschland”
Carlyle Group ▪ Further investments in priority OS and
▪ No changes to existing pension AM growth areas
▪ 22% to the closing price from August 9,
commitments (including partial
2019 (€31.65) ▪ Sale of Digital business, particularly
retirement)
▪ EV/EBITDA multiple2) of approx. 10.7x; future digital areas, to be reviewed
Enterprise value of approx. €4.2bn ▪ Munich would become co-
▪ Relocation of front-end activities to
headquarters, with global central
▪ Acceptance threshold of 70 percent3) Regensburg to be reviewed with
functions
regard to future cost competitiveness
▪ Secured bridge financing, but combined
company starting with high leverage ▪ Synergies of €300m p.a. in targeted
timeline possibly ambitious
1) closing price July 2, 2019
4 OSRAM Licht AG
2) based on the VARA Consensus adj. EBITDA for FY20e
Overview on the takeover offer by ams AG | September 16, 2019 3) As of announcement by ams AG on September 16, ams plans to lower the threshold to 62.5%Key Points Joint Reasoned Statement
▪ Takeover offer of €38.50 is financially attractive
▪ Management and majority of Supervisory Board recommend the offer; however both bodies would prefer a private
ownership structure
▪ Integrating a company as big as OSRAM would be breaking new ground for ams
▪ Issuance of equity of approx. up to €1.5 bn to repay part of the bridge loan needs approval of a simple majority at an
extraordinary ams shareholder meeting
▪ ams carries a high customer concentration; de-leveraging the combined entity thus depends to some degree on
continued order intakes from this customer base
▪ Management and Supervisory Board regard the proposed strategy from ams as promising in various ways, especially
for Opto Semiconductors
▪ Employee representatives speak out against the offer as they feel ams only being focused on just a few technology
fields of OSRAM
5 OSRAM Licht AG
Overview on the takeover offer by ams AG | September 16, 2019About ams
Description Product portfolio (examples)
● Manufacturer of mixed signal chips for sensors for various Light sensor technology Image sensor technology
● 3D sensors incl. VCSEL ● High-performance imaging technology
applications and end customer segments (e.g. consumer ● Light and environmental analysis ● Global shutter sensors
● Biosensors and spectral sensors ● Medical imaging technology
electronics and automotive applications) ● Optical technology ● Microcameras
components
● Headquarters: Premstätten near Graz, Austria
Audio sensors Position sensors
● Listed on SIX Swiss Exchange with a market capitalization of ● MEMS microphone ICs ● Position sensors
● Active noise cancellation (automotive and industrial
EUR 3.2 billion (August 13th) applications)
Revenue split (FY18A) ams vs. OSRAM
By end market By region Employees Revenue
Automotive, Americas
Industry & Consumer and 6%
Medicine Communication- EMEA
24% 18%
electronics
Of which approx.
76% 60% with one 76% APAC
single customer 8,600 27,400 €1.4 bn €4.1 bn
Sources: Company information, FactSet (August 14, 2019)
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Overview on the takeover offer by ams AG | September 16, 2019Overview on Takeover Process by ams
Non binding OSRAM Renewal of
expression of doubts ams’ Withdrawal of expression of Proposal for
Limited
interest by ams financing interest by ams interest by ams a takeover
due diligence
to takeover capacity via via ad-hoc via quarterly offer by ams
OSRAM ad-hoc results
< 1 month 15.07.19 15.07.19 16.07.19 23.07.19 11.08.2019
Joint Reasoned
Statement by
Limited Waiver of Osram (16.09.2019)
due standstill and
Beginning of formal Submission to Publication Acceptance Other approvals
announcement Closing
diligence
takeover process & review by of the takeover Period (4 weeks) (antitrust, etc.)
of a takeover
BaFin offer by ams
offer by ams
Until
21.08.2019 03.09.2019 Ongoing H1/2020
01.10.2019
7 OSRAM Licht AG
Overview on the takeover offer by ams AG | September 16, 2019OSRAM Group – Investor Relations
Juliana Baron Julia Klostermann
Head of Investor Relations Senior Manager IR
j.baron@osram.com j.klostermann@osram.com
+ 49 89 6213 3030 + 49 89 6213 4966
Investor Relations contact
Munich Office + 49 89 6213 4259
Internet http://www.osram-group.de/en/investors
Email ir@osram.com
8 OSRAM Licht AG
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