EANS-Adhoc: ams AG / Last chance for OSRAM shareholders to secure the attractive EUR 41.00 ams Offer EAE

Mittwoch, 27. November 2019 18:32
  Disclosed inside information pursuant to article 17 Market Abuse Regulation
  (MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
  The issuer is responsible for the content of this announcement.

Mergers - Acquisitions - Takeovers


* ams notes that 3.3% of OSRAM shareholders have tendered their shares into the
  Offer as of 27 November 2019
* ams encourages all OSRAM shareholders who have not presently done so, to
  tender into the Offer to ensure achieving the minimum acceptance threshold of
* ams confirms that it will not purchase further OSRAM shares or launch another
  offer for OSRAM for a period of at least 6 months should the offer fail to
  achieve the 55% minimum acceptance threshold

Premstaetten, Austria (27 November 2019) -- ams (SIX: AMS), a leading worldwide
supplier of high performance sensor solutions, notes that 3.3% of the
shareholders of OSRAM Licht AG ("OSRAM") have tendered their shares into ams'
all-cash takeover offer for EUR 41.00 per OSRAM share ("Offer") as of 27
November 2019, 18:00 (CET). The Offer is subject to a minimum acceptance
threshold of 55% (including the 19.99% direct shareholding of ams in OSRAM) and
expires on 5 December 2019 at midnight (CET).

To end any potential market speculation, ams confirms that it has no intention
to change the offer price of EUR 41.00 or reduce the minimum acceptance
threshold of 55%. ams sees no merit in holding a meaningful minority
shareholding in OSRAM without a demonstrable path to obtain control. Should the
Offer not achieve the 55% minimum acceptance threshold, ams will duly assess all
options for its shareholding in OSRAM and confirms that it will not purchase
further OSRAM shares nor launch another offer for OSRAM for a period of at least
6 months.

This is now the last chance for OSRAM shareholders to tender into this
strategically compelling and financially attractive Offer. The Offer represents
a 42% premium to the unaffected share price of OSRAM as of 2 July 2019 (EUR
28.92). ams is of the view that the OSRAM share price will trade materially
lower than the prevailing level in the event the Offer would fail.

"We are convinced of the attractiveness of our proposal for all of OSRAM's
stakeholders, which is fully supported by the Managing Board and Supervisory
Board of OSRAM," said Alexander Everke, CEO of ams. "This is the final chance
for OSRAM shareholders to secure the EUR 41.00 offer price which represents a
significant premium to the share price we believe OSRAM would trade at if the
offer fails. To underscore the validity of the Offer, we have entered into a
comprehensive Business Combination Agreement with enhanced stakeholder
commitments and protective covenants for OSRAM employees aimed at safeguarding
jobs and manufacturing sites in Germany."

ams encourages all OSRAM shareholders, who have not presently done so, to tender
their shares into the Offer to achieve the minimum acceptance threshold as soon
as practically possible. In addition, all OSRAM shareholders should check their
deadlines with their respective custodian banks to ensure they are not precluded
from tendering. The acceptance period expires on 5 December 2019 at midnight

Further information about the Offer - website FAQ and hotline for retail

A FAQ section for shareholders is available online at ams http://www.offer-ams-
osram.com/ [http://www.offer-ams-osram.com/].
A takeover offer hotline for retail shareholders is available between 9 a.m. and
6 p.m. (CET) every day until the end of the Offer period under the phone number
+49 69 9517 9985.

About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs about 9,000 people globally and serves
more than 8,000 customers worldwide. ams is listed on the SIX Swiss stock
exchange (ticker symbol: AMS). More information about ams can be found at https:
//ams.com [https://ams.com/]

Join ams social media channels:
>Twitter [https://twitter.com/amsAnalog] >LinkedIn [https://www.linkedin.com/
company/ams-ag] >Facebook [https://www.facebook.com/amsAnalog] >YouTube [https:/

Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares in OSRAM ("OSRAM Shares"). The terms and further provisions
regarding the Offer by ams Offer GmbH, a wholly-owned subsidiary of ams, to the
shareholders of OSRAM are set forth in the offer document. Holders of OSRAM
Shares are strongly recommended to read the offer document and to seek
independent advice, where appropriate, in relation to the matters included
therein. Moreover, this announcement is neither an offer to sell nor a
solicitation of an offer to purchase shares in ams.
The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany and Switzerland may be
restricted by law. Persons who are resident in, or are subject to, other
jurisdictions should inform themselves of, and observe, any applicable
The Offer is made in the United States of America in reliance on, and compliance
with, Section 14(e) of the US Securities Exchange Act of 1934 (the "Exchange
Act") and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance
with German market practice, ams Offer GmbH or brokers acting on its behalf may,
outside of the United States of America and in compliance with applicable law,
from time to time make certain purchases of, or arrangements to purchase,
directly or indirectly, OSRAM Shares or any securities that are immediately
convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than
pursuant to the Offer, before, during or after the period in which the Offer
will remain open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required by law or
regulation in Germany or other relevant jurisdictions.
The shares of ams have not been and will not be registered under the U.S.
Securities Act of 1933 (the "Securities Act") and may not be offered or sold
within the United States except pursuant to an applicable exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act. There will be no public offering of shares in the United States.
This announcement may contain statements about ams and/or its subsidiaries
(together the "ams Group") or OSRAM and/or its subsidiaries (together the "OSRAM
Group") that are or may be "forward-looking statements". Forward-looking
statements include, without limitation, statements that typically contain words
such as "anticipate", "target", "expect", "estimate", "intend", "plan",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. ams cautions
you that forward-looking statements are not guarantees of the occurrence of such
future events or of future performance and that in particular the actual results
of operations, financial condition and liquidity, the development of the
industry in which ams Group and OSRAM Group operate and the outcome or impact of
the acquisition and related matters on ams Group and/or OSRAM Group may differ
materially from those made in or suggested by the forward-looking statements
contained in this announcement. Any forward-looking statements speak only as at
the date of this announcement. Except as required by applicable law, ams does
not undertake any obligation to update or revise publicly any forward-looking
statement, whether as a result of new information, future events or otherwise.
ams is a registered trademark of ams AG. In addition many of our products and
services are registered or filed trademarks of ams Group. All other company or
product names mentioned herein may be trademarks or registered trademarks of
their respective owners. Information provided in this press release is accurate
at time of publication and is subject to change without advance notice.

Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com

end of announcement                         euro adhoc

issuer:       ams AG
              Tobelbader Strasse   30
              A-8141 Premstaetten
phone:        +43 3136 500-0
FAX:          +43 3136 500-931211
mail:         investor@ams.com
WWW:          www.ams.com
ISIN:         AT0000A18XM4
stockmarkets: SIX Swiss Exchange
language:     English

EAX0007    2019-11-27/18:32

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