EQS-Adhoc: ams-OSRAM AG: ams OSRAM announces the successful pricing of an upsized offering of senior notes, bringing forward the final component of its previously announced holistic financing plan

EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Financing
ams-OSRAM AG: ams OSRAM announces the successful pricing of an upsized
offering of senior notes, bringing forward the final component of its
previously announced holistic financing plan

16-Nov-2023 / 21:29 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.

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Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss
Exchange
—

ams OSRAM announces the successful pricing of an upsized offering of
senior notes, bringing forward the final component of its previously
announced holistic financing plan

Premstaetten, Austria and Munich, Germany (16 November 2023) – ams OSRAM
(SIX: AMS) announced today the successful pricing of EUR 1 billion
(equivalent) senior notes, comprising EUR 625 million aggregate principal
amount of senior unsecured notes due March 2029 at a coupon of 10.5% per
annum and of USD 400 million aggregate principal amount of senior
unsecured notes due March 2029 at a coupon of 12.25% per annum
(collectively, the „Notes“), which was upsized due to strong demand, as
part of its financing plan presented on 27 September 2023.

The offering of the Notes is expected to close and the Notes are expected
to be issued on or around 30 November 2023. The proceeds from the offering
of the Notes will initially be deposited into segregated accounts. Upon
their release from such accounts following the closing of the proposed
rights offering, ams OSRAM intends to use the proceeds from the offering
of the Notes, together with the proceeds of the rights offering and the
sale and leaseback of the Group’s new Kulim 8-inch facility announced on
30 October 2023, to redeem in full its outstanding USD 450,000,000 7%
Senior Notes due 2025 and EUR 850,000,000 6% Senior Notes due 2025, repay
amounts outstanding under certain bank facilities, fund general corporate
purposes, and pay related fees and expenses.

The additional proceeds from the upsize bring forward the final component
of ams OSRAM’s previously announced holistic financing plan, and the
company therefore expects that the previously planned additional EUR 200
million (equivalent) financings originally expected to be completed in
2024 will no longer be required.

ams OSRAM also announces today that it has entered into an agreement to
extend the maturity of its EUR 100 million overdraft facility with
COMMERZBANK Aktiengesellschaft to June 2026, which is expected to take
effect following closing its planned rights offering.

 

Important notice:

This ad hoc announcement is for informational purposes only and does not
constitute an offer for sale or the solicitation of an offer to buy the
Notes, nor shall it constitute an offer, solicitation or sale in the
United States, Australia, Canada or Japan, or any jurisdiction in which,
or to any person to whom, such offer, solicitation or sale would be
unlawful. Any failure to comply with these restrictions may constitute a
violation of United States, Canadian, Australian, Japanese or other
applicable securities laws. The Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended („Securities
Act“) or the securities laws of any state of the United States or any
other jurisdiction, and may not be offered or sold within the United
States except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state or local securities laws or laws of
other jurisdictions. There will be no public offering of Notes in the
United States.

European Economic Area (“EEA”) – This announcement does not constitute and
shall not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the meaning
of European Prospectus Regulation (EU) 2017/1129 (the “EU Prospectus
Regulation”). The offer and sale of the Notes will be made pursuant to an
exemption under the EU Prospectus Regulation, from the requirement to
publish a prospectus for offers of securities.

EEA Manufacturer target market (MIFID II product governance) for the Notes
is eligible counterparties and professional clients only (all distribution
channels). No EEA PRIIPs key information document (KID) has been prepared
as it will not be made available to retail investors in EEA.

United Kingdom (“UK”) – This announcement does not constitute and shall
not, in any circumstances, constitute an offering to any retail investor
in the UK. The offer and sale of the Notes will be made pursuant to an
exemption under Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”) and the Financial Services and Markets Act
2000 (“FSMA”), from the requirement to publish a prospectus for offers of
securities.

UK Manufacturer target market (UK MiFIR product governance) for the Notes
is eligible counterparties and professional clients only (all distribution
channels). No UK PRIIPs key information document (KID) has been prepared
as it will not be made available to retail investors in UK.

This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Swiss Financial Services Act
(„FinSA“). The Notes may not be publicly offered, directly or indirectly,
in Switzerland within the meaning of the FinSA and no application has or
will be made to admit the Notes to trading on any trading venue (exchange
or multilateral trading facility) in Switzerland.

The investments to which this announcement relates are directed at, only
(1) non-U.S. persons who are located outside the United States and (a) if
located in a Member State of the EEA, persons who are qualified investors
(as defined in the EU Prospectus Regulation); (b) if located in the UK,
(i) persons who have professional experience in matters relating to
investments who fall within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”); (ii) persons falling within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, etc.) of the Order; or (iii)
persons to whom an invitation or inducement to engage in an investment
activity within the meaning of Section 21 of the FSMA in connection with
the issue or sale of any securities may otherwise lawfully be communicated
or caused to be communicated, or (2) persons who are reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the
Securities Act) (all such persons together being referred to as “relevant
persons”). The investments to which this announcement relates are
available only to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such investments will be available only to
or will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this announcement or any of its
contents. Persons distributing this announcement must satisfy themselves
that it is lawful to do so.

This announcement may contain statements about ams-OSRAM AG (the
“Company,” and together with its subsidiaries, the “Group”) or the Group
that are or may constitute or include forward-looking statements.
Forward-looking statements are statements that are not historical facts
and may be identified by words such as “plans”, “targets”, “aims”,
“believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”,
“may”, “continues”, “should” and similar expressions. These
forward-looking statements reflect, at the time made, the Group’s beliefs,
intentions and current targets/aims concerning, among other things, the
Company’s or the Group’s results of operations, financial condition,
liquidity, prospects, growth and strategies. Forward-looking statements
include statements regarding: objectives, goals, strategies, outlook and
growth prospects; future plans, events or performance and potential for
future growth; economic outlook and industry trends; developments of the
Company’s or the Group’s markets; and the strength of the Company’s or any
other member of the Group’s competitors. Forward-looking statements
involve risks and uncertainties because they relate to events and depend
on circumstances that may or may not occur in the future. The
forward-looking statements in this announcement are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management’s examination of historical
operating trends, data contained in the Group’s records and other data
available from third parties. Although the Group believes that these
assumptions were reasonable when made, these assumptions are inherently
subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Forward-looking
statements are not guarantees of future performance and such risks,
uncertainties, contingencies and other important factors could cause the
actual outcomes and the results of operations, financial condition and
liquidity of the Company and other members of the Group or the industry to
differ materially from those results expressed or implied in this
announcement by such forward-looking statements. No assurances can be
given that the forward-looking statements will be realized. The
forward-looking statements speak only as of the date of this announcement.
The Group expressly disclaims any obligation or undertaking to release any
updates or revisions to any forward-looking statements to reflect any
change in the Group’s expectations with regard thereto or any changes in
events, conditions or circumstances on which any forward-looking
statements are based. No representation or warranty is made that any of
these forward-looking statements or forecasts will come to pass or that
any forecast result will be achieved. Undue influence should not be given
to, and no reliance should be placed on, any forward-looking statement.

In connection with the offering of the Notes, the stabilizing managers (or
any person acting on behalf of either stabilizing manager) may, to the
extent permissible by applicable law, over-allot Notes or effect
transactions with a view to stabilizing or maintaining the market price of
the respective series of Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the stabilizing
managers will undertake any such stabilization action. Any stabilization
action, if commenced, may begin on or after the date of adequate public
disclosure of the final terms of the offer of the Notes and may be ended
at any time, but it must end no later than the earlier of 30 calendar days
after the issue date of the Notes and 60 calendar days after the date of
the allotment of the respective series of Notes. Any stabilization action
or over-allotment must be conducted by either stabilizing manager (or a
person acting on behalf of either stabilizing manager) in accordance with
all applicable laws and rules.

 

About ams OSRAM:

The ams OSRAM Group (SIX: AMS) is a global leader in intelligent sensors
and emitters. By adding intelligence to light and passion to innovation,
we enrich people’s lives.  

 
With over 110 years of combined history, our core is defined by
imagination, deep engineering expertise and the ability to provide global
industrial capacity in sensor and light technologies. We create exciting
innovations that enable our customers in the automotive, industrial,
medical and consumer markets to maintain their competitive edge and drive
innovation that meaningfully improves the quality of life in terms of
health, safety and convenience, while reducing impact on the environment. 
 
Our around 20,000 employees worldwide focus on innovation across sensing,
illumination and visualization to make journeys safer, medical diagnosis
more accurate and daily moments in communication a richer experience. Our
work creates technology for breakthrough applications, which is reflected
in over 15,000 patents granted and applied. Headquartered in
Premstaetten/Graz (Austria) with a co-headquarters in Munich (Germany),
the group achieved over EUR 4.8 billion revenues in 2022 and is listed as
ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4). 

 

Find out more about us on [1] https://ams-osram.com  

 

Ams is a registered trademark of ams-OSRAM AG. In addition, many of our
products and services are registered or filed trademarks of ams OSRAM
Group. All other company or product names mentioned herein may be
trademarks or registered trademarks of their respective owners.  

Join ams OSRAM social media channels: [2]>Twitter  [3]>LinkedIn 
[4]>Facebook  [5]>YouTube 

 

For further information

 

Investor Relations   Media Relations      

ams-OSRAM AG     ams-OSRAM AG   

Dr Juergen Rebel    Bernd Hops   

Senior Vice President    Senior Vice President   

Investor Relation    Corporate Communications 

T: +43 3136 500-0                    T  +43 3136 500-0  

[6]investor@ams-osram.com   [7]press@ams-osram.com     

End of Inside Information

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16-Nov-2023 CET/CEST News transmitted by EQS Group AG. www.eqs.com

══════════════════════════════════════════════════════════════════════════

Language: English
Company: ams-OSRAM AG
Tobelbader Straße 30
8141 Premstaetten
Austria
Phone: +43 3136 500-0
E-mail: investor@ams-osram.com
Internet: https://ams-osram.com/
ISIN: AT0000A18XM4
WKN: A118Z8
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
Exchange (Vienna MTF)
EQS News ID: 1775619

 
End of Announcement EQS News Service

1775619  16-Nov-2023 CET/CEST

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