Osram Public Takeover Continues to Develop as ams AG Out-Bids Bain Capital and The Carlyle Group
Sept 20, 2019
On September 3, 2019, ams AG, headquartered in Premstätten, Austria, published a voluntary public takeover offer of EUR 38.50 per share for all shares of OSRAM Licht AG. Earlier this year Osram also had a public take over offer from Bain Capital and The Carlyle Group, valued at EUR 35 per share. With the ams AG offer valuing Osram at EUR 4.3 billion, Osram quickly shifted gears to begin negotiations with ams.
After careful examination and thorough consideration of all advantages and disadvantages arising from obligations under equity law, Osram’s Executive Board and the majority of its Supervisory Board recommend in their reasoned opinion that Osram shareholders accept the offer. The financial attractiveness of the offer was to be weighted higher than points of criticism.
Regardless of the financial attractiveness of the Offer, the Executive Board and the Supervisory Board continue to have concerns regarding a takeover by ams. Both bodies would prefer a private ownership structure for the transformation of Osram from a vertically integrated lighting expert to a high-tech photonics player. In addition, a number of open questions on strategy require further coordination between Osram and ams, in particular with regard to the alignment of the businesses, the global location strategy, the synergy potential and the integration concept. In the opinion of the Executive Board and the Supervisory Board, it is crucial that a qualified and motivated integration team with ams and Osram employees creates a professional concept and implements it in a stringently managed project.
Overall, the Management Board and the majority of the Supervisory Board regard the strategy pursued by ams as promising in many respects, particularly with regard to the further development of the Opto Semiconductors business unit. By merging with ams, this business unit could benefit from the development of innovative sensor and photonics solutions, and the use of established customer access, among other things.
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