ams OSRAM successfully completes its comprehensive financing plan reaching a healthy capital structure

• In total, approx. EUR 2.25 bn raised
• Completion of rights issue with gross proceeds of approx. EUR 808 mn
• Placement of new unsecured senior notes of approx. EUR 1 bn
• Asset-level transactions with proceeds of approx. EUR 450 mn
• Previously outstanding unsecured senior notes, due in 2025, redeemed
• Pro-forma net-debt to adjusted EBITDA ratio of 2.1x based on Q3 / 2023 figures 

Premstaetten, Austria, and Munich, Germany (13 December 2023) -- ams OSRAM (SIX: AMS) announces the successful completion of its comprehensive financing plan announced on 27 September 2023.

“With the holistic financing plan concluded, we put our balance sheet on a solid footing, with reduced net debt and a well-balanced maturity profile. We can now fully concentrate on executing our strategy for growth, higher profitability and monetizing innovation. Step by step, we are bringing the company on track to reach an investment grade profile. On behalf of the entire management team I would like to extend my gratitude to all our stakeholders for the confidence given to ams OSRAM”, says Aldo Kamper, CEO of ams OSRAM.

ams OSRAM announces the successful completion of its rights issue raising gross proceeds of approximately CHF 781 million (approximately EUR 808 million), the closing of which also triggered the release from the segregated account of the proceeds from the recently priced senior unsecured notes for an amount of EUR 1 billion (equivalent), as communicated on 16 November 2023.

With these steps ams OSRAM successfully concludes the comprehensive financing plan announced on 27 September 2023. In this process, the company raised in total approximately EUR 2.25 billion via the rights issue, the issuance of new senior unsecured notes and certain infrastructure related asset transactions of around EUR 450 million that were announced on 30 October 2023.

Due to the upsized senior unsecured notes offering and upsized asset level transactions, the originally planned additional financings (equivalent of EUR 350 million as announced on 27 September 2023) to be completed in 2024 will no longer be required.

With the successful completion of its comprehensive financing plan, ams OSRAM features a pro-forma net-debt to adjusted EBITDA ratio of 2.1x on based on Q3 / 2023 figures. The company works towards reaching an investment grade profile by 2026 through executing its “Reestablish-the-Base” program and executing its growth strategy, underpinned by strong design-wins.

ams OSRAM used parts of the proceeds from the comprehensive financing plan 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. These notes were redeemed, including accrued interest and call premium.

Furthermore, the company intends to use the remainder of the proceeds to repay certain other debt becoming due until the end of 2025, fund general corporate purposes, and pay related fees and expenses.

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Important notice:

This press release is for informational purposes only and does not constitute an offer to sell nor a solicitation to buy securities. The securities mentioned in this press release have already been sold.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia, Canada or Japan, or any other jurisdiction in which, or to any person to whom, such offer or solicitation may be unlawful. Any failure to comply with these restrictions may constitute a violation of United States of America, Australian, Canadian, Japanese or other applicable securities laws.

The shares of ams OSRAM have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States of America and may not be offered or sold within the United States of America 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. There has not been a public offering of shares in the United States of America.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of ams OSRAM.

This announcement is not a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (the “FinSA”) and 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 FinSA. The offer has been made solely by means of, and on the basis of, the prospectus published for such purpose which is available free of charge from ams-OSRAM AG and UBS AG (swiss-prospectus@ubs.com) during regular business hours, or on the ams OSRAM website (https://ams-osram.com/investor-relations).

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.

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 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. 

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