Following a diligent process with the best interests for the company, the shareholders and other stakeholders in the center of consideration the Managing Board and Supervisory Board have decided to support this offer. Osram and the consortium have also concluded an investor agreement that includes comprehensive commitments.
“Bain and Carlyle are the right partners for Osram at the right time,” said Olaf Berlien, CEO of Osram. “They support our strategy and facilitate growth. Both are committed to our employees and offer shareholders an attractive premium.”
As part of the public takeover offer, shareholders are to be offered €35 per share in cash. This represents a premium of roughly 21% above the last closing price of Osram shares before the publication of Osram’s ad-hoc announcement with regards to the evaluation of a legally binding transaction offer by Bain and Carlyle, 2019 and a premium of 22.6% on the volume-weighted average price of Osram shares in the past three months.
The offer values Osram at an equity value of €3.4 billion and an enterprise value of roughly €4 billion. Bain and Carlyle have announced a minimum acceptance threshold of 70%. This threshold does not include the shares owned by Osram Licht AG itself. The offer period is expected to end at the beginning of September. The Managing Board intends to sell its own Osram shares to the bidders as part of the takeover.
The ongoing transformation of Osram to a high-tech photonics company is the response to a profound change in the lighting industry. In the case of a successful takeover offer, Osram will have an ownership structure with which the company will be able to continue its necessary transformation even more consequently in these economically and geopolitically uncertain times. Both private equity firms have extensive experience in supporting companies through transformation processes, have access to an international network and have successfully developed several companies in the past.
In connection with the signed investor agreement, Bain and Carlyle will support the current growth path and, among other things, are making extensive commitments with regard to employees and locations. For example, the investors are committed to the current management plan and the existing strategy with its focus on optical semiconductors, the automotive sector and digital applications. Osram will continue to operate under the existing name after the takeover. The corporate headquarters will remain in Munich, and the rights to all patents will remain with Osram. Bain, Carlyle and Osram also acknowledged in the investor agreement that Osram operates in a challenging and volatile market environment that requires flexible action.
It was agreed that both investors will support all ongoing growth projects, possible acquisitions as well as investments in new product developments. Bain and Carlyle also confirm that existing labor agreements, collective bargaining agreements and similar agreements as well as existing pension plans will remain unchanged.