Ams AG completed the acquisition of the remaining 29% stake in OSRAM Licht AG.
March 02, 2021
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ams AG (SWX:AMS) entered into domination and profit and loss transfer agreement to acquire the remaining 29% stake in OSRAM Licht AG (XTRA:OSR) for 1.2 billion on September 22, 2020. As part of the agreement, ams is offering to acquire the remaining shares for a cash compensation of 44.65 per share. ams AG currently holds 71% stake OSRAM. As on November 2, 2020, ams AG agreed to increase the cash compensation offered to the shareholders of OSRAM from 44.65 per share to 45.54 per share. The managing Board and the supervisory Board of OSRAM recommend the shareholders to approve OSRAM's entry into the DPLTA in the Extraordinary General Meeting to be held on November 3, 2020. The offer is subject to OSRAM shareholder's approval. As of November 3, 2020, shareholders of OSRAM approved the transaction. As on February 9, 2021, shareholders have filed an appeal against the domination and profit and loss transfer agreement (BGAV) passed by the general meeting in November. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft acted as a fairness opinion provider for ams AG and OSRAM.
ams AG (SWX:AMS) completed the acquisition of the remaining 29% stake in OSRAM Licht AG (XTRA:OSR) on March 3, 2021. The Managing Board of OSRAM Licht AG that ams decided to cause OSRAM to implement a delisting and to issue a delisting tender offer to the OSRAM shareholders. OSRAM is instructed to initiate the process regarding the revocation of the admission of the OSRAM shares to trading on the regulated market of the Frankfurt Stock Exchange (FSE) and the regulated market of the Munich Stock Exchange. Ams will offer to the shareholders of OSRAM to acquire all of their shares for a cash consideration in the amount of 52.30 per share. In light of the progressing integration process since the domination and profit and loss transfer agreement with ams became effective, OSRAM's Managing Board can understand the intention and will in the interest of the company support ams in this process.
Osram Licht AG is a Germany-based lighting manufacturer, specializing in semiconductor-based products for high-tech applications. The Company has three segments. The Opto Semiconductors segment develops products relating to optoelectronic semiconductor technology, such as light-emitting diodes (LEDs), optical sensors, infrared LEDs and laser diodes, among others. The Specialty Lighting segment offers lamps and systems for the automotive sector, stage and cinema applications, and industrial and medical applications, such as ultraviolet (UV) disinfection lamps. The Lighting Solutions & Systems segment is divided into two business units: Digital Systems develops LED light engines, electronic ballasts for LED modules and traditional lamps, and light management software with application in intelligent facility automation and the Internet of Things (IoT), and Lighting Solutions produces and sells luminaires as well as designs and implements solutions for internal and external lighting.