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.

Source

Related Articles


Latest Articles


Changing Scene

  • SurgePure Corporation Expands into the Mid-West with New Representation Partner, Advance Electrical Agency

    SurgePure Corporation Expands into the Mid-West with New Representation Partner, Advance Electrical Agency

    August 1, 2025 SurgePure Corporation is proud to announce its new partnership with Advance Electrical Agency, who will represent the company across Saskatchewan, Manitoba, and Western Ontario. Led by principals Darren Churchwell and Bob Fiesel , the Advance team is part of a well-established agency known for representing some of the most respected manufacturers in… Read More…

  • Munden Partners with Valid Manufacturing in Atlantic Canada

    Munden Partners with Valid Manufacturing in Atlantic Canada

    August 1, 2025 Munden Enterprises has announced that they are back in the custom enclosure business through a new partnership with Valid Manufacturing Ltd. Expect Canadian-made, engineered solutions for industrial, utility, transportation, wastewater, renewables, and beyond. Whether you need a bare enclosure or a fully assembled panel, Munden is here to help. Reach out to… Read More…

  • JEHS Joins Forces with NOARK to Deliver Smarter Electrical Solutions in Ontario

    JEHS Joins Forces with NOARK to Deliver Smarter Electrical Solutions in Ontario

    August 1, 2025 NOARK Electric is pleased to announce a new partnership with Cambridge, Ontario based manufacturing representitive, JEHS. This strategic collaboration will expand NOARK’s reach and customer support across Ontario and beyond, bringing reliable and innovative electrical solutions to a wider audience. With over 50 years of combined sales experience, JEHS brings a strong… Read More…

  • BC Hydro Making it Easier and More Affordable to Connect New Homes

    BC Hydro Making it Easier and More Affordable to Connect New Homes

    July 24, 2025 BC Hydro is supporting the construction of new housing developments in growing communities by advancing changes to streamline upgrades and reducing the cost of new customer connections to BC Hydro’s electricity grid. “As communities across B.C. grow, so does the need for essential housing. We are committed to ensuring we’re ready to… Read More…