ams AG (SWX:AMS) made an offer to acquire remaining 80.01% stake in OSRAM Licht AG (XTRA:OSR) for €3.2 billion on October 18, 2019. On November 11, 2019, OSRAM Licht concluded the business combination agreement with ams AG. The transaction will be financed from €4.4 billion committed bridge facility underwritten by HSBC, UBS and BAML and €1.65 billion through rights equity issuance. The Bridge Facility consists of a facility in the amount of €2.775 billion and a facility in the amount of €1.649 billion.

As of June 22, 2020, ams offering €1 billion of senior notes due on 2025 and it will be used to finance the proposed acquisition of OSRAM, finance or refinance the purchase of other OSRAM shares, to refinance certain existing indebtedness of OSRAM and its subsidiaries and/or ams and its subsidiaries and to pay certain fees and expenses. Brigitte Ederer, former member of the Executive Board of Siemens AG and former Chairman of the Supervisory Board of Austrian rail operator ÖBB, will monitor and enforce the merger of the two companies as an independent monitor. Post-completion, the strong Osram brand is to be reflected in the company name of the new group, employees are protected from merger-related layoffs until the end of 2022 at German locations and approximately half of the central functions would be managed from the Munich location as the co-group headquarters. The offer is subject to minimum acceptance threshold of 55%.

As of December 6, 2019, the transaction is subject to approval from BaFin, other customary closing conditions, including regulatory clearances. After concluding the business combination agreement, the Supervisory Board and the Executive Board of OSRAM unanimously recommend the present takeover offer of ams to the Osram shareholders. ams intends to commence the four week offer period for the end of October 2019. As on November 7, 2019, ams has exceeded the minimum acceptance threshold of 55%. ams AG announces start of acceptance period from November 7, 2019 until December 5, 2019. Additional acceptance period will be run from December 11, 2019 until December 24, 2019.

As of January 2, 2020, ams achieved a final acceptance level of 59.9% by the end of the additional acceptance period. Closing of the transaction is expected in the first half of 2020. As of January 2, 2020, the transaction is expected to close in the second quarter of 2020. The transaction is expected to be financially accretive for ams. As of January 2, 2020, ams plans to invite its shareholders to an EGM to be held on January 24, 2020, in order to resolve a capital increase with subscription rights in the amount of €1.649 billion to partially refinance the acquisition financing. Capital increase with subscription rights plan approved in the extraordinary general meeting held on January 24, 2020. As of March 13, 2020, ams AG holds 23.4% stake in OSRAM Licht AG. ams AG have completed the equity raise at the beginning of April. As of April 30, 2020, the transaction is still subject anti-trust clearance. As of May 13, 2020, ams plans to invite its shareholders to an EGM to be held on June 3, 2020. As of July 6, 2020, the transaction has been approved by the European Commission. Transaction is expected to close on July 9, 2020.

UBS Group AG, HSBC Holdings plc and Bank of America Merrill Lynch International Limited acted as financial advisors while Schellenberg Wittmer and Herbst Kinsky Rechtsanwälte GmbH acted as legal advisors for ams. Pricewaterhousecoopers provided financial due diligence and PwC-Österreich-Gruppe provided accounting and tax advice to ams. Perella Weinberg Partners UK LLP acted as financial advisor and fairness opinion provider to the Managing Board of OSRAM and ken Oliver Fritz and Manuel Echterbecker of Lazard & Co GmbH acted as financial advisor and fairness opinion provider to the Supervisory Board of OSRAM.