Following detailed discussions, a bidding consortium composed of
Bain Capital
and The Carlyle Group has presented to the Managing Board and Supervisory Board of
OSRAM Licht AG
(
Osram
) a legally binding transaction offer for the public takeover of all the outstanding shares of
Osram
.
With an offer price of
35,00 Euros
per
Osram
share,
Bain Capital
and The Carlyle Group have submitted a bid that the Managing Board and Supervisory Board consider to be attractive. The offer represents a premium of approximately 21 percent on the closing share price on Tuesday. The offer places an equity value on
Osram
of approximately
3.4 billion Euros
and an enterprise value of approximately
4 billion euros
.
Bain Capital
and The Carlyle Group have announced a minimum acceptance threshold of 70 percent, a number of additional standard market conditions and an offer acceptance period until beginning of September. The threshold does not include shares owned by
Osram
itself.
Following a careful review of the transaction offer, the Managing Board and the Supervisory Board of
Osram
have come to the conclusion that it would be in the best interests of the company and in the interests of shareholders and other stakeholders to support the offer from
Bain Capital
and The Carlyle Group. The Managing Board, has therefore decided to waive the existing standstill agreements with
Bain Capital
and The Carlyle Group.
Osram
,
Bain Capital
and The Carlyle Group have today signed an investor agreement. In this agreement the parties have indicated their commitment to the existing corporate strategy of
Osram
.
Bain Capital
and The Carlyle Group pledge to support the transformation of the company both strategically and financially and to cooperate closely with the present Managing Board of
Osram
. They are also making extensive commitments to protect
Osram's
workforce and locations.
The offer document will be published at a later date by
Luz (C-BC) Bidco GmbH
, a holding company jointly controlled by funds of the financial investors
Bain Capital Private Equity
and The Carlyle Group, in accordance with the requirements of the German Securities Acquisition and Takeover Law (WpÜG) following approval by the
German Federal Financial Supervisory Authority
(BaFin). After publication, the Managing Board and Supervisory Board will carefully review the offer document and submit a reasoned response in accordance with paragraph 27 of the German Securities Acquisition and Takeover Law (WpÜG). As of today, the Managing Board and Supervisory Board of
Osram
assume that they will recommend that shareholders should accept the offer.
Contact:
Juliana Baron
Head of Investor Relations
OSRAM Licht AG
Investor Relations
Marcel-Breuer-Straße 6
80807 München, Deutschland
Tel. +49 89 6213-3030
mailto:
j.baron@osram.com
www.osram.com