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.

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

   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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