Osram receives indicative offer from Advent and Bain Capital
- Meaningful premium over ams offer in prospect
- Investor agreement sought with commitments for employees
The courtship of Osram continues: A consortium comprising of Advent and Bain Capital has indicated it is willing to make a new takeover offer for all outstanding shares of OSRAM Licht AG. In the coming weeks, the consortium intends to conduct confirmatory due diligence before deciding on a binding offer. In its letter to the Managing Board of Osram, the consortium has indicated it may offer a “meaningful” premium over the current offer from ams AG of 38.50 euros per share. The potential bidders have also indicated that they are working on a new financing structure for the possible transaction. Advent and Bain intend their binding offer to be superior to that of ams AG in terms not only of the offer price but also the strategy and growth prospects for Osram.
Bain Capital has already submitted an initial offer together with Carlyle for 35 euros per share. In the event of a binding offer, the new consortium has indicated it would be willing to sign an investor agreement similar to that signed by Bain and Carlyle and to support the strategy of the management in the ongoing transformation of the company. The advanced transformation of Osram to a high-tech photonics company is the response to a profound change in the lighting industry. The letter states:
“We believe the future of Osram needs to be well aligned with all stakeholders, including unions and employee representatives”. The consortium is prepared to make clear commitments in this respect. The Board of Osram deems it necessary for the non-binding offer from Advent and Bain to be further concretized.
Bain and Carlyle’s existing investor agreement contains, among other things, commitments to protect the workforce and sites. Osram would continue to operate under the existing name after the takeover. The corporate headquarters would remain in Munich, and the rights to all patents would remain with Osram. Existing labor agreements, collective bargaining agreements and similar agreements as well as existing pension plans would remain unchanged. The investors are committed to the cornerstones laid out in the benchmark document “Future Concept Germany”, which was agreed in July 2017 with the trade union IG Metall and the workforce.
If a binding offer is made, Osram will make a timely recommendation to its shareholders, as with the previous offers.
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.