www.osram.com Investor & Analyst Call OSRAM Licht AG Public tender offer for OSRAM and Investor agreement with Bain Capital and The Carlyle Group OSRAM Licht AG | July 5, 2019 Light is OSRAM
Disclaimer This document has been issued by OSRAM Licht AG (the “Company” and, together with its direct and indirect subsidiaries, the "OSRAM Group"). This presentation or any part of it is for informational purposes only and does not constitute, and should not be construed as, part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for, any securities in the OSRAM Group, and it is not intended to provide the basis of any investment decision nor does it nor is it intended to form the basis of any contract for acquisition of or investment in the OSRAM Group, financial promotion, or any offer or invitation in relation to any acquisition of or investment in the OSRAM Group in any jurisdiction, nor should it be considered as legal, financial or tax advice in relation to the same. Neither the Company nor any of its employees or advisors assume any kind of responsibility or liability for the accuracy and completeness of the information provided herein. The information contained in this presentation is subject to amendment, revision and updating. The final terms and further provisions regarding the takeover offer by Luz (C-BC) Bidco GmbH to the shareholders of the Company will be set forth in the offer document which will be published upon approval of its publication by the German Federal Financial Supervisory Authority. Investors and shareholders in the Company are strongly recommended to read the offer document and all announcements and documents published in connection with the takeover offer, since they will contain important information. This presentation may contain forward-looking statements that are subject to risks and uncertainties. In addition, our representatives may from time to time make oral forward-looking statements. Forward-looking statements may include, in particular, statements about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation and supply and demand. Company has based these forward-looking statements on its current views and expectations and on certain assumptions of which many are beyond Company’s control. These are subject to a number of risks, uncertainties and factors, including, but not limited to those described in disclosures, in particular in the sub-chapter Risks in the Annual Report. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Given these uncertainties, readers should not put undue reliance on any forward-looking statements. The information contained in this presentation is subject to change without notice and the Company does not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, except to the extent required by applicable laws and regulations. This document is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Neither this document nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person. 2 OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019
Takeover offer in a nutshell: Management Board and Supervisory Board welcome the offer 35 Euro indicates a Investor agreement with Bain Capital and premium of ~23 percent comprehensive The Carlyle Group support OSRAM’s protection guarantees to the 3 months VWAP – the offer is fair and for employees, strategy and ensure attractive locations investments in future growth 3 OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019
Key Value Parameters Attractive for shareholders Attractive for the workforce Attractive for OSRAM High premium in a Bain Capital and The Carlyle Group Bain Capital and The Carlyle Group difficult market environment are backing the employees support the OSRAM Strategy The offered share price of € 35 Comprehensive protection clauses Consortium supports OSRAM’s represents an attractive premium of: for employees and locations existing strategy of transforming into a world-leading high-tech photonics 21.0% to the last share price* company 22.6% to the 3M VWAP Partners are committed to the OSRAM will remain self-standing; “ Eckpunktepapier Zukunftskonzept Business continuity with customers, Deutschland ” EV/EBITDA multiple** of approx. 9x; suppliers and other stakeholders Enterprise value of approx. € 4bn safeguarded Corporate co-determination and Strategic and financial support of Acceptance threshold of 70 percent existing pension plans remain OSRAM’s transformation and unchanged investments into future growth IP rights remain entirely with OSRAM; headquarter stays in Munich * closing price July 2, 2019 4 OSRAM Licht AG ** based on the VARA Consensus adj. EBITDA for FY20e Public tender offer for OSRAM | July 5, 2019
Bain Capital and The Carlyle Group are the right partners at the right time Bain Capital and The Carlyle Group are reliable and long- term oriented partners with the necessary financial power to support our strategy A partnership with Bain and Carlyle offers great opportunities to further sharpen our profile With strong entrepreneurial partners, we can drive the transformation forward and enter into new growth markets 5 OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019
Milestones of a Typical Takeover Process Reasoned Response by Osram Shareholder decision 2 5 6 1 3 4 Closing Public Any other Submission to Publication Acceptance transaction period approvals & review by of the takeover offer BaFin offer (antitrust, etc.) 04.07.2019 6 OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019
OSRAM Group – Investor Relations Juliana Baron Julia Klostermann Head of Investor Relations Senior Manager IR j.baron@osram.com j.klostermann@osram.com + 49 89 6213 3030 + 49 89 6213 4966 Investor Relations contact Munich Office + 49 89 6213 4259 Internet http://www.osram-group.de/en/investors Email ir@osram.com 7 OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019
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