ams has Entered into Business Combination Agreement with OSRAM

EIN Osram takeover 400

Nov 12, 2019

ams has once again entered into an agreement with Osram in support of its all-cash takeover for 100% of the share capital of the company at a price of EUR 41.00 per share. In particular, ams recognizes the shared views surrounding the strategic logic of the combination and the financial attractiveness of the offer. Furthermore, ams is pleased that members of the Management Board and Supervisory Board of OSRAM have stated to tender their shares into the Offer.

In addition, ams has entered into a Business Combination Agreement (BCA) with OSRAM. The BCA creates a collaborative framework to deliver the joint strategic vision and a successful combination of ams and OSRAM.

The BCA also provides enhanced stakeholder commitments and protective covenants for OSRAM employees aimed at safeguarding jobs and manufacturing sites in Germany. ams will, amongst other provisions:

  • Continue to operate OSRAM’s existing German production sites for a minimum period of 3 years (Standortsicherung);
  • Locate approximately half of the leaders of corporate functions with a significant part of their respective teams in Munich, and safeguard adequate representation of members of the OSRAM management in the combined group;
  • Investigate to change the legal form of ams from an AG to a Societas Europaea under Austrian law;
  • Investigate to increase the Supervisory Board of ams from 9 to 12 members (increasing the number of employee representatives from 3 to 4);
  • Continue existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) and similar agreements in Germany;
  • Exclude forced dismissals (betriebsbedingte Beendigungskündigungen) without works council approval at the sites in Germany until 31 December 2022, which can be directly related to the transaction;
  • Ensure existing OSRAM pension plans will remain unchanged; and
  • Assess options to include the OSRAM brand in the name of the combined company.

These commitments continue to enable ams to realize the envisaged cost and revenue synergies from the combination with an expected annual pre-tax run-rate of at least EUR 300 million.

ams has lowered the minimum acceptance threshhold to 55% to improve the chances the offer will be successful. Osram is the largest share holder with 19.99%. The acceptance period for share holders closes December 5, 2019.

“We are pleased to announce that we have successfully concluded our constructive discussions and entered into a comprehensive BCA with OSRAM,” said Alexander Everke, CEO of ams.


Related Articles

Changing Scene

  • 5 Simple Steps Towards Sustainable Lighting

    February 20, 2024 Here are five practical actions you can take –today! – to move towards designing more sustainably. Sustainability in lighting – a broad, sometimes confusing topic, that can be looked at in many ways. Circular lighting economy, material ingredient reporting (MIRs), environmental product declarations (EPDs), life cycle analyses (LCAs), factory working conditions, carbon… Read More…

  • Lighting Design International Calls for Greater Sustainability Across Lighting Design Projects

    February 19, 2024 Leading lighting design consultancy, Lighting Design International (LDI) has been raising awareness of the need for greater sustainability across the built environment. LDI’s Associate, Arianna Ghezzi, shared these principles as part of a panel discussion at the recent and most successful Surface Design Show. The talk focused on Circularity in Lighting, and… Read More…


  • Case Study: Windsor Family Credit Union (WFCU) with Salex SW

    Case Study: Windsor Family Credit Union (WFCU) with Salex SW

    February 6, 2024 Since 1940, WFCU Credit Union is a prominent and forward-thinking financial institution based in Windsor and Essex County. For over 80 years, WFCU has been dedicated to serving Ontario residents, community, organizations, small businesses, commercial entities, and public institutions. Their new headquarters in Kitchener was created as they continue to grow their… Read More…

  • Coaticook Suspended Footbridge: An Ever-Changing Luminous Canvas, Painted by Nature

    Coaticook Suspended Footbridge: An Ever-Changing Luminous Canvas, Painted by Nature

    December 5, 2023 At 170 m (554 ft) long and 50 m (160 ft) high, the Coaticook Canyon Bridge at Parc de la Gorge de Coaticook is one of the longest suspension footbridges in North America and one of the most popular tourist attractions in the Eastern Townships. For several years, the Parc de la… Read More…

New Products

  • LED Hi-Pro Expandable Lamp from Satco Nuvo Offer 320 Degree Rotation for Light Positioning

    LED Hi-Pro Expandable Lamp from Satco Nuvo Offer 320 Degree Rotation for Light Positioning

    February 22, 2024 SATCO|NUVO’s LED Hi-Pro Lamps offer a 320° rotating EX39 base making the installation of these lamps easier than ever. The two different on-unit CCT and Wattage Selectable switches give the user the power to customize the lighting for each unique environment. The notable design of the expandable light panels, when used in… Read More…

  • LED PIR Sensor Lamps from Satco Nuvo

    LED PIR Sensor Lamps from Satco Nuvo

    February 21, 2024 SATCO|NUVO’s PIR screw-base lamps with integrated motion sensor turn any luminaire into a motion activated light source without added wiring. Conveniently install lamps to improve safety and security in any application. Available in A19 and PAR38 bulb shapes and rated for wet locations, these lamps can be used indoors or outdoors, and… Read More…