Edition:
India

AMS Says Submitted Proposal To Osram For Takeover Offer At EUR 38.50 Per Share


Monday, 12 Aug 2019 

Aug 11 (Reuters) - Ams Ag ::AMS SUBMITTED A PROPOSAL TO OSRAM FOR A TAKEOVER OFFER AT A PRICE OF EUR 38.50 PER SHARE.DEAL HAS COST AND REVENUE SYNERGIES WITH AN EXPECTED ANNUAL PRE-TAX RUN-RATE IN EXCESS OF EUR300 MILLION.OFFER PRICE OF EUR38.50 REFLECTS PREMIUM OF 33% TO UNDISTURBED OSRAM SHARE PRICE.DEAL EXPECTED TO BE ACCRETIVE TO AMS' EPS FROM 1ST YEAR POST COMPLETION; RETURNS EXPECTED TO EXCEED AMS' COST OF CAPITAL FROM 2ND YEAR POST COMPLETION.EUR 4.2 BILLION COMMITTED BRIDGE FACILITY, EUR 1.5 BILLION UNDERWRITTEN EQUITY ISSUANCE.AMS HAS REQUESTED OSRAM TO WAIVE STANDSTILL AGREEMENT TO ENABLE LAUNCH OF A TAKEOVER OFFER WHICH IS "ATTRACTIVE" FOR ALL STAKEHOLDERS.DEAL RESULTS IN SIGNIFICANT VALUE CREATION FROM COST AND REVENUE SYNERGIES WITH AN EXPECTED ANNUAL PRE-TAX RUN- RATE IN EXCESS OF EUR240 MILLION AND EUR60 MILLION.IN ORDER TO REALISE THESE SYNERGIES, AMS EXPECTS TO INCUR ONE-OFF INTEGRATION COSTS OF APPROX. EUR400 MILLION.EXPECTED COGS SYNERGIES OF MORE THAN EUR120 MILLION, PRIMARILY RELATE TO CONSOLIDATION OF COMBINED GLOBAL MANUFACTURING FOOTPRINT.IN LONGER TERM, AMS ANTICIPATES SIGNIFICANT ADDITIONAL REVENUE SYNERGIES FROM ACCELERATING ROADMAPS IN NEW OPTICAL SOLUTION AND PHOTONIC AREAS.TRANSACTION VALUES OSRAM AT AN ENTERPRISE VALUE OF EUR4.3 BILLION.CO INTENDS TO RAISE EUR1.5 BILLION (ISSUE CURRENCY CHF) OF NEW EQUITY WHICH HAS BEEN FULLY UNDERWRITTEN BY HSBC AND UBS.