FAQ

What is a delisting offer?

A delisting offer is an unconditional public offer for all outstanding OSRAM shares which is required by law in order to end trading of OSRAM shares on the regulated market.

 

Why have you decided to pursue a delisting offer now?

Following the effectiveness of the domination and profit and loss transfer agreement (DPLTA) between OSRAM Licht AG and ams Offer GmbH in March 2021, this is the next logical step for the full integration of both companies.

Ending the stock market listing will also serve to streamline resources and optimize costs.

How does the delisting offer differ from the previous public offers made by ams?

The delisting offer is not subject to completion conditions. In particular there is no minimum acceptance threshold and thus, the delisting offer will be completed irrespective of the actual tender rate; there will be no additional acceptance period.

The trading of OSRAM shares on the regulated market will terminate after the end of the acceptance period of the delisting offer.

Why should I tender into the delisting offer?

The delisting offer represents a 15% premium to the one-off cash compensation under the DPLTA (EUR 45.54).

The delisting offer is not subject to a minimum acceptance threshold and will thus be completed irrespective of the actual tender rate.; as such, it is a fact that OSRAM shares will be removed from the regulated market after the delisting offer.

The delisting offer presents the last chance for OSRAM shareholders to tender to ams – ams does not intend to launch another offer.

What happens if I choose to not tender?

Upon the delisting, trading of OSRAM shares on the regulated market will terminate, which may result in a very limited liquidity and market price availability for OSRAM shares as of this point in time.

In addition, publicly available financial and other information on OSRAM Licht AG will be limited as the delisting of OSRAM shares from the regulated market will also terminate the comprehensive financial reporting obligations of OSRAM Licht AG as well as the application of numerous other requirements to update the markets.

When do you expect OSRAM Licht AG to be delisted?

The delisting of OSRAM Licht AG is expected to occur in timely connection with the end of the acceptance period.

What happens to the annual recurring cash compensation payable under the DPLTA if I tender my shares in OSRAM Licht AG into the delisting offer?

In the event an OSRAM shareholder tenders OSRAM shares into the delisting offer, the OSRAM shareholder will no longer receive the annual recurring cash compensation under the DPLTA.

However, ams believes that the cash consideration under the delisting offer of EUR 52.30 per OSRAM share is attractive and represents a 15% premium to the one-off cash compensation under the DPLTA (EUR 45.54).

How can I tender my OSRAM shares into the delisting offer?

The delisting offer is open for acceptance until 18 June 2021, 24:00 hrs (local time, Frankfurt am Main, Germany).

OSRAM shareholders are able to accept the delisting offer by declaring their acceptance of the delisting offer towards their respective custodian bank.

The custodian banks have been informed about the handling of the acceptance and settlement of the delisting offer. OSRAM shareholders who wish to accept the delisting offer should therefore contact their custodian bank with any questions regarding technical aspects of the acceptance and settlement of the delisting offer.

Who can I reach out to if I have any questions?

You can contact us at: ams-osram@ams.com

If you have any questions regarding the takeover offer, please email us at    [email protected]