EQS-Adhoc: ams-OSRAM AG: ams OSRAM placed €500m 2029 senior notes to pre-finance OSRAM minority put option exercises and buy back €150m 2027 convertible bonds, and announces solid preliminary Q2 results

EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Bond
   ams-OSRAM AG: ams OSRAM placed €500m 2029 senior notes to pre-finance
   OSRAM minority put option exercises and buy back €150m 2027 convertible
   bonds, and announces solid preliminary Q2 results

   23-Jul-2025 / 07:15 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.
   The issuer is solely responsible for the content of this announcement.

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

   ams OSRAM placed €500 million 2029 senior notes to pre-finance OSRAM
   minority put option exercises and buy back €150m 2027 convertible bonds,
   and announces solid preliminary Q2 results

     • Private placement of additional 10.5% EUR 200m and additional 12.25%
       USD 350m in principal amounts of senior notes, due 2029
     • Approx. EUR 350m (equivalent) of the aggregate amount earmarked
       primarily for long-term prefinancing of potential OSRAM minority put
       option bulk exercises
     • Approx. EUR 150m (equivalent) of the aggregate amount earmarked
       primarily for partial re-purchase offers of outstanding 2027
       convertible notes, subject to market conditions
     • Q2/25 (prelim.): revenues EUR 775m, 18.8% adj. EBITDA margin, at the
       mid-point of the guidance
     • Q2/25 (prelim.): FCF (including net-interest paid) slightly negative
       at minus EUR 14m
     • H1/25: Semiconductor new business design-wins on track with approx.
       EUR 2.5bn in H1/25
     • Q3/25: revenues EUR 790m – 890m, 19.5% +/-1.5% adj. EBITDA, at EUR/USD
       1.16 expected
     • FY25: outlook for improved profitability and free cash flow above EUR
       100m re-confirmed

   Premstaetten, Austria, and Munich, Germany (23 July 2025) -- ams OSRAM
   placed €500m 2029 senior notes to pre-finance OSRAM minority put option
   exercises and buy back €150m 2027 convertible bonds, and announces solid
   preliminary Q2 results

   “In line with our well progressing deleveraging plan, we are also thinking
   ahead when it comes to a final resolution of the appraisal proceeding
   concerning the fair compensation for OSRAM minority shareholders. We
   privately placed additional EUR and USD senior notes due in 2029 to
   pre-finance potential bulk tendering of outstanding OSRAM minority
   shares”, said Rainer Irle, CFO of ams OSRAM.

   ams OSRAM successfully placed with certain investors an aggregate amount
   of approx. EUR 500 million (equivalent) of its EUR and USD senior
   unsecured notes, due in 2029. The additional EUR 200 million 10.5% senior
   notes priced at EUR 104.00. The additional USD 350 million 12.25% senior
   notes priced at USD 104.75.

   The company intends to use approx. EUR 350m (equivalent) of the proceeds
   from the private placement of its senior notes primarily to pre-finance
   potential OSRAM minority shareholders’ put option bulk exercises taking
   advantage of the currently favorable market conditions. Put options of
   remaining OSRAM minority shareholders will expire two months after the
   publication of the final decision in the appraisal proceeding. The company
   expects bulk exercises of these put options upon the final court decision,
   as customary in such situations. EUR 50 million will be used to repay a
   temporary drawdown under the Revolving Credit Facility (RCF) used in Q2/25
   for covering most of the H1/25 OSRAM put option exercises. The RCF is
   primarily in place to cover temporarily such put option exercises.

   The balance proceeds of approx. EUR 150m (equivalent) of the additional
   senior notes that will not be used for pre-financing OSRAM minority
   shareholders’ put option exercises are earmarked for potential repurchase
   offers of the outstanding 2027 convertible bonds – subject to market
   conditions.

   The private placement is expected to close, and the additional senior
   notes are expected to be issued on or around 29 July 2025, subject to
   customary conditions precedent for similar transactions.

    

   Preliminary Q2 results

   In line with the private placement of EUR and USD senior notes due 2029,
   ams OSRAM also pre-announces preliminary and unaudited key performance
   figures of its second quarter financials.

   Group revenues

   The Group recorded revenues of EUR 775 million in Q2/25, at the midpoint
   of the guided range of EUR 725 – 825 million. The weaker USD had a
   negative effect of approx. EUR 35m on revenue compared to the previous
   quarter. 

   Group adj. EBITDA

   Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation,
   and amortization) for Q2/25 came in at EUR 145 million, i.e. at 18.8% adj.
   EBITDA margin slightly above the midpoint of the guided range of 18.5%
   +/-1.5%.

   Free cash flow

   Free cash flow – defined as operating cash flow including net interest
   paid minus cash flow from CAPEX plus proceeds from divestments – came in
   slightly negative in Q2/25 standing at EUR -14 million but improved
   compared to Q1/25.

    

   Preliminary third quarter 2025 Outlook

   Group revenues

   The Group expects third quarter revenues to land in a range of EUR 790 –
   890 million assuming a EUR/USD exchange rate of 1.16. The impact of the
   weaker USD on revenues compared to the start of the year is of the order
   of mid-double digit million Euro.

   Group adj. EBITDA

   The company expects adj. EBITDA for Q3/25 to improve quarter-over-quarter
   to 19.5% +/-1.5% on the back of increasing revenues and seamless execution
   ahead of plan of its ‘Re-establish the Base’ strategic efficiency program.

   Free cash flow – FY 2025

   For the full fiscal year, the company continues to expect positive free
   cash flow (incl. net interest paid) exceeding EUR 100 million.

    

   Important notice:

   This press release is for informational purposes only and does not
   constitute an offer to sell or the solicitation of an offer to buy the
   additional EUR 200 million 10.5% senior notes due 2029 and additional USD
   350 million 12.25% senior notes due 2029 or any other securities
   (collectively, the “Securities”), nor shall it constitute an offer,
   solicitation or sale in any jurisdiction in which, or to any person to
   whom, such offer, solicitation or sale would be unlawful. The Securities
   have not been and will not be registered under the U.S. Securities Act of
   1933 ("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 or to, or for the account or benefit of U.S. persons (as
   defined in Regulation S) or any persons. except pursuant to an applicable
   exemption from, or in a transaction not subject to, the registration
   requirements of the Securities Act. There will be no public offering of
   Securities in the United States of America. The Securities will be offered
   in a private offering exempt from the registration requirements of the
   Securities Act and will accordingly be offered only to non- U.S. persons
   outside the United States in compliance with Regulation S under the
   Securities Act.

   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 issuance and sale of the Securities 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 issue and sale of the Securities 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
   Securities 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 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 Securities 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 Securities to trading on any
   trading venue (exchange or multilateral trading facility) in Switzerland.

   The investments to which this announcement relates are directed at, only
   non-U.S. persons who are located outside the United States in accordance
   with Regulation S under the United States Securities Act 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, (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.

    

   About ams OSRAM:

   The ams OSRAM Group (SIX: AMS) is a global leader in innovative light and
   sensor solutions.

   With more than 110 years of industry experience, we combine engineering
   excellence and global manufacturing with a passion for cutting-edge
   innovation. Our commitment to pushing the boundaries of illumination,
   visualization, and sensing enable transformative advancements in the
   automotive, industrial, medical, and consumer industries.

   “Sense the power of light” – our success is based on the deep
   understanding of the potential of light and our distinct portfolio of both
   emitter and sensor technologies. About 19,700 employees worldwide focus on
   pioneering innovations alongside the societal megatrends of
   digitalization, smart living and sustainability. This is reflected in over
   13,000 patents granted and applied. Headquartered in Premstaetten/Graz
   (Austria) with co-headquarters in Munich (Germany), the group achieved EUR
   3.4 billion revenues in 2024 and is listed as ams-OSRAM AG on the SIX
   Swiss Exchange (ISIN: AT0000A3EPA4). 

    

   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 Relations        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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   23-Jul-2025 CET/CEST News transmitted by EQS Group. 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:        AT0000A3EPA4
   WKN:         A118Z8
   Listed:      Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
                Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
                Exchange (Vienna MTF)
   EQS News ID: 2173188


    
   End of Announcement EQS News Service


   2173188  23-Jul-2025 CET/CEST

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