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

  • Intralec Named New Sales Agency Partner for IDEAL Electrical in Central & Southwestern Ontario

    Intralec Named New Sales Agency Partner for IDEAL Electrical in Central & Southwestern Ontario

    July 7, 2025 Intralec Electrical Products is proud to announce our new partnership with IDEAL Electrical as their sales agency for the Central & Southwestern Ontario regions. As a Canadian manufacturer with over 60 years of experience producing quality products—many of which, like the Can-Twist wire connector and Yellow 77 lubricant, are made in Ajax,… Read More…

  • City of Winnipeg Continues to Improve Online Permits System

    City of Winnipeg Continues to Improve Online Permits System

    July 4, 2025 The City of Winnipeg has launched an improved Permits Online web portal. This upgrade aims to make the permit process more convenient for customers. Permits Online is a one-stop shop to manage the permit process. Now, the web portal is easier to use because customers can navigate it using their mobile device. The portal… Read More…

  • Schneider Electric Launches Chapter 3 of Sustainability School

    Schneider Electric Launches Chapter 3 of Sustainability School

    July 4, 2025 Schneider Electric, the leader in the digital transformation of energy management and automation, has launched Chapter 3 of its online Sustainability School, a free training program designed to empower its channel ecosystem partners to become leaders in sustainability. This chapter will focus on teaching businesses how to decarbonize and unlock the competitive… Read More…

  • United Chargers Launches Grizzl-E Club Charger-as-a-Service Subscription Model

    United Chargers Launches Grizzl-E Club Charger-as-a-Service Subscription Model

    July 4, 2025 United Chargers Inc., known for the Grizzl-E line of EV chargers, announces Grizzl-E Club, a first-of-its-kind charger as a service that provides a free EV Charger and pays drivers back for charging. Grizzl-E Club is designed to make EV ownership more rewarding, accessible, and future-ready. Beginning July 1st, Canadians can join the Grizzl-E… Read More…