August 11, 2019 / 7:29 PM / a month ago

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

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 Source text for Eikon: Further company coverage:

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