According to the announcement, ams AG intends to make a voluntary public takeover offer to Osram shareholders for €41 per share for all shares of OSRAM Licht AG.
The minimum acceptance threshold is to be 55%.
On this basis, Osram will be valued at around €4.6 billion (enterprise value).
“Over the past few days, we have had constructive discussions with ams about the conditions for a new takeover bid. The Managing Board welcomes the progress made so far and is confident that both sides can agree on a future-oriented strategic concept," said Olaf Berlien, CEO of Osram.
Osram's Managing Board and Supervisory Board will examine the offer carefully and submit a reasoned opinion. At the beginning of October, ams' first offer failed at the minimum acceptance threshold of 62.5%. Subsequently, the Osram Executive Board invited the ams top management to explore possibilities for cooperation within the legal boundaries.
In its reasoned opinion on the first offer, the Managing Board and the majority of the Supervisory Board considered the strategy pursued by ams to be promising in many respects, particularly with regard to the further development of the Opto Semiconductors business unit. By merging with ams, this business unit could benefit from the development of innovative sensor and photonics solutions, and the use of established customer access. At present, ams is Osram's largest single shareholder with a stake of almost 20%.
Meanwhile, Advent and Bain Capital have announced that they will abstain from a takeover offer at this time, but will follow the further development closely. The two financial investors had announced a possible offer for Osram at the end of September and subsequently started a due diligence process. According to a letter dated Friday, Oct. 18, 2019, the consortium does not currently see a successful path going forward and thus will not conduct any further due diligence.