Investor & Analyst Call OSRAM Licht AG Public tender offer for - - PowerPoint PPT Presentation

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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


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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

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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 2

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

  • n 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.

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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 3

Takeover offer in a nutshell: Management Board and Supervisory Board welcome the offer

35 Euro indicates a premium of ~23 percent to the 3 months VWAP – the offer is fair and attractive Bain Capital and The Carlyle Group support OSRAM’s strategy and ensure investments in future growth Investor agreement with comprehensive protection guarantees for employees, locations

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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 4

Key Value Parameters

Attractive for shareholders High premium in a difficult market environment Attractive for the workforce Bain Capital and The Carlyle Group are backing the employees Attractive for OSRAM Bain Capital and The Carlyle Group support the OSRAM Strategy

  • Consortium supports OSRAM’s

existing strategy of transforming into a world-leading high-tech photonics company

  • OSRAM will remain self-standing;

Business continuity with customers, suppliers and other stakeholders safeguarded

  • Strategic and financial support of

OSRAM’s transformation and investments into future growth

  • IP rights remain entirely with OSRAM;

headquarter stays in Munich

  • Comprehensive protection clauses

for employees and locations

  • Partners are committed to the

“Eckpunktepapier Zukunftskonzept Deutschland”

  • Corporate co-determination and

existing pension plans remain unchanged

  • EV/EBITDA multiple** of approx. 9x;

Enterprise value of approx. €4bn

  • Acceptance threshold of 70 percent
  • The offered share price of €35

represents an attractive premium of:

* closing price July 2, 2019 ** based on the VARA Consensus adj. EBITDA for FY20e

  • 21.0% to the last share price*
  • 22.6% to the 3M VWAP
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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 5

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

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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 6

Milestones of a Typical Takeover Process

04.07.2019

1 2 3 4 5 6

Public transaction

  • ffer

Submission to & review by BaFin Publication

  • f the takeover
  • ffer

Acceptance period Closing Any other approvals (antitrust, etc.) Shareholder decision Reasoned Response by Osram

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OSRAM Licht AG Public tender offer for OSRAM | July 5, 2019 7

OSRAM Group – Investor Relations

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