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
www.osram.com
Investor & Analyst Call OSRAM Licht AG Public tender offer for - - PowerPoint PPT Presentation
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
www.osram.com
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 2
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
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
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.
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 3
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 4
existing strategy of transforming into a world-leading high-tech photonics company
Business continuity with customers, suppliers and other stakeholders safeguarded
OSRAM’s transformation and investments into future growth
headquarter stays in Munich
for employees and locations
“Eckpunktepapier Zukunftskonzept Deutschland”
existing pension plans remain unchanged
Enterprise value of approx. €4bn
represents an attractive premium of:
* closing price July 2, 2019 ** based on the VARA Consensus adj. EBITDA for FY20e
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 5
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 6
04.07.2019
Public transaction
Submission to & review by BaFin Publication
Acceptance period Closing Any other approvals (antitrust, etc.) Shareholder decision Reasoned Response by Osram
OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 7
Munich Office + 49 89 6213 4259 Internet http://www.osram-group.de/en/investors Email ir@osram.com Investor Relations contact Juliana Baron Head of Investor Relations j.baron@osram.com + 49 89 6213 3030 Julia Klostermann Senior Manager IR j.klostermann@osram.com + 49 89 6213 4966