EQS-Adhoc: ams-OSRAM AG: ams OSRAM sells non-optical analog/mixed-signal sensor business to Infineon for EUR 570 m in cash, reduces pro-forma leverage ratio to 2.5 and is creating the leader in Digital Photonics

EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Mergers & Acquisitions
   ams-OSRAM AG: ams OSRAM sells non-optical analog/mixed-signal sensor
   business to Infineon for EUR 570 m in cash, reduces pro-forma leverage
   ratio to 2.5 and is creating the leader in Digital Photonics

   03-Feb-2026 / 19:38 CET/CEST
   Disclosure of an inside information acc. to Article 17 MAR of the
   Regulation (EU) No 596/2014, transmitted by [1]EQS News - a service of
   [2]EQS Group.
   The issuer is solely responsible for the content of this announcement.

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

   Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss
   Exchange
   Disclosure of an inside information according to Article 17 MAR of the
   Regulation (EU) No 596/2014

   ams OSRAM sells non-optical analog/mixed-signal sensor business to
   Infineon for EUR 570 m in cash, reduces pro-forma leverage ratio to 2.5
   and is creating the leader in Digital Photonics

   Balance sheet deleveraging:

     • Sale of non-optical analog/mixed-signal automotive, industrial &
       medical sensor business to Infineon for EUR 570 million in cash; the
       transaction is expected to close in Q2/2026
     • The divested business delivered approx. EUR 220 million annual
       revenues and approx. EUR 60 million adj. EBITDA in 2025
     • The sale concerns entities holding about EUR 130 million of assets
       that guarantee the Group’s convertible bonds and senior notes; the
       related proceeds will be applied to pro-rata buyback or redemption of
       those instruments
     • In total, asset sales under ams OSRAM’s deleveraging plan will
       generate proceeds of approx. EUR 670 million, pushing the pro-forma
       leverage ratio from 3.3 down to 2.5 (incl. OSRAM Put Options)

    

   Strategic repositioning:

     • Transaction increases financial and strategic flexibility and creates
       the leader in Digital Photonics focusing on intelligent optical
       semiconductor emitting & sensing technologies  
     • Digital Photonics means the digitalization of light emission through
       pixelated emitters and sensors including processing power for added
       intelligence and drives a set of mid-term growth opportunities
       supporting the new 2030 financial targets
     • ams OSRAM boasts the broadest set of cutting-edge optical
       semiconductor technology platforms in emitters including specialized
       driver and power management ICs, and a full range of optical sensors
       and sensor modules
     • The stable traditional automotive lamps (incl. the after-market
       business) remain part of the Group as reliable cash flow generator for
       funding growth in its semiconductor business
     • New 2030 Over-the-Cycle Financial Targets: Semiconductors: mid-to-high
       single digit revenue CAGR, ≥ 25% adjusted EBITDA; Group: FCF EUR > 200
       m, leverage ratio < 2

    

    

   Premstaetten, Austria, and Munich, Germany (3 February 2026) – ams OSRAM
   sells non-optical analog/mixed-signal sensor business to Infineon for EUR
   570 m in cash, reduces pro-forma leverage ratio to 2.5 and is creating the
   leader in Digital Photonics

   “With the focused sale of our non-optical automotive, industrial & medical
   sensor business to Infineon for EUR 570 million in cash, we are
   effectively killing two birds with one stone: we are accelerating the
   deleveraging of our balance sheet while at the same time creating a
   compelling strategic pure play – the leader in Digital Photonics. We are
   emerging as the Photonics Powerhouse, offering the broadest suite of
   cutting-edge semiconductor emitting & sensing platforms, uniquely
   positioned to capture the major inflection points in Digital Photonics
   across automotive, Augmented Reality smart glasses, biosensing, home and
   industrial robotics, AI data-center optical interconnects and potentially
   even visionary applications like laser fusion.” said Aldo Kamper, CEO of
   ams OSRAM.

    

   Sale of Non-Optical Analog/Mixed-Signal Sensor Business to Infineon

   The company has entered into an agreement to sell its non‑optical analog
   and mixed‑signal sensors business — focused on automotive, industrial, and
   medical applications — to Infineon for EUR 570 million in cash on a debt‑
   and cash‑free basis. The business to be sold generated approximately EUR
   220 million in annual revenue and EUR 60 million in adjusted EBITDA in
   2025. The transaction includes the related business assets and
   intellectual property, and around 230 employees across four primary sites
   will transfer to the buyer. Production facilities are not part of the
   transaction; instead, the company will provide manufacturing services to
   Infineon for a multi‑year period. With only customary regulatory approvals
   required, the transaction is expected to close in the second calendar
   quarter 2026.

   Creating the Leader in Digital Photonics

   Upon closing, ams OSRAM will emerge as a focused semiconductor photonics
   powerhouse – the pure-play leader in Digital Photonics. The company brings
   together the industry’s broadest portfolio of cutting‑edge optical emitter
   and sensor technologies, complemented by advanced driver and
   power‑management IC capabilities. Across many segments, customers benefit
   from geopolitically resilient, vertically integrated supply chains.

   Following a transition phase to align the organization, infrastructure and
   cost base with this new focus, the company sees significant mid‑ and
   long‑term growth opportunities driven by the global Digital Photonics
   megatrend.

   To capture this momentum, ams OSRAM will intensify investments in key
   growth vectors: highly pixelated EVIYOS^TM forward‑lighting solutions,
   micro-emitter projection arrays for AR smart glasses, as well as optical
   scale‑up interconnects for AI data centers. In sensing, investment
   priorities include spectral sensing, biosensing and multi‑zone
   Time-of-Flight distance sensing – particularly for robotics.

   In parallel, the company will expand its CMOS capabilities along two
   strategic axes: broadening the emitter‑driver and power‑management IC
   portfolio and scaling its 200mm mixed‑signal foundry in Premstaetten to
   meet rapidly growing global demand for these technologies.

   2030 – Over-the-cycle Financial Targets

   On a preliminary basis, the company aims to achieve the following –
   over-the-cycle – financial targets in 2030:

                2030                   Semiconductors           Group^2)
   Revenue growth                 Mid- to high single digit         -
                                            CAGR
   EBITDA margin (adjusted)                ≥ 25 %                   -
   CAPEX                                      -               ~8 % of Sales
   Free Cash Flow                             -             > 200 million EUR
   Leverage (net debt^1) / adj.               -                    < 2
   EBITDA)

   ^1) net debt = (long-term debt + short-term debt + Kulim-II
   Sale-and-Lease-Back + OSRAM minority shares) less cash-on-hand

   ^2) Group includes traditional auto lamps business (flat revenues and 13 %
   to 15 % adj. EBITDA expected)

   Digital Photonics Driving Future Growth

   Digital Photonics is the core engine of our future growth — the
   digitalization of light emission and optical sensing by combining advanced
   emitters, sensors and electronics. This technology enhances how physical
   environments interact with light, enabling dynamic lighting, light-based
   design, projection as a display, light enabled sensing, material
   treatment, directed energy and high-speed data communication. These
   capabilities underpin major global megatrends including ADAS, autonomous
   driving, AR/VR, AI, robotics, smart health and smart devices.

   ams OSRAM’s proprietary ‘Digital Light’ technology — awarded the German
   Future Award in 2024 — marked a breakthrough after a decade of
   development. Its first commercial adoption came through high pixel
   automotive forward lighting under the EVIYOS™ brand name. With more than
   EUR 500million in design wins already secured, this technology has a clear
   growth trajectory. As pixel sizes shrink and the color range expands,
   ‘Digital Light’ becomes a compelling projection engine for everyday AR
   glasses. Looking ahead, optimized micro emitter arrays could make it a
   leading solution for high bandwidth, low power, low-cost optical
   interconnects in AI data centers. ‘Digital Light’ thus offers significant
   mid- and long-term growth potential.

   ams OSRAM has also built a leadership position in digitalized optical
   sensors that already contributes triple-digit-million Euro revenues,
   today. Its comprehensive portfolio — spanning ambient light, proximity,
   flicker, time-of-flight, bio, spectral, ultraviolet (UV), infrared (IR),
   temperature and force touch sensors — sets industry benchmarks across
   display management, camera enhancement and numerous adjacent applications.
   This business carries substantial medium- and long-term growth
   opportunities.

   The company’s unique expertise in optical sensing was further recognized
   in 2024, when the Austrian government awarded EUR 215 million under the
   European Chips Act to establish a first-of-a-kind manufacturing facility
   combining CMOS, TSV (Through-Silicon-Via) and advanced optical filters.

   Traditional Automotive Lamps Business for Funding Growth in Semis and
   Internal Financing

   The traditional automotive lamps and after-market business will remain
   part of the Group’s portfolio. This segment is intended to stay
   revenue‑stable and optimized for profitability, typically delivering 13 %
   to 15 % adjusted EBITDA per year. Generating around EUR 90million of
   steady annual cash flow, it serves as a reliable internal funding source —
   supporting the transition and growth of the semiconductor business, while
   contributing to debt service and further deleveraging.

   Implementation of Balance Sheet Improvement Plan

   On 30 April 2025, the company announced an accelerated and comprehensive
   plan to deleverage its balance sheet. In addition to operational
   improvements under the ‘Re‑establish the Base’ (RtB) program, the plan
   included assessing asset disposals well above EUR 500million.

   Since then, the company has signed agreements to divest its Entertainment
   & Industry (‘Specialty’) Lamps business to Ushio Inc. for approx. EUR 100
   million net. Including today’s announced transaction, these business asset
   sales will generate around EUR 670 million in cash proceeds upon closing
   that are earmarked for reducing its leverage. The company intends to use
   around EUR 130 million of proceeds that are related to assets guaranteeing
   the Group’s convertible bonds and senior notes to reduce its financial
   indebtedness relating to these instruments in accordance with, and subject
   to, the terms of these instruments.

   As of 31 December 2025, the company held EUR 1,483million in cash,
   resulting in net debt of EUR 1,518million excluding the outstanding OSRAM
   minority put options and EUR 2,023million including them. Based on an
   estimated EUR 600million of adjusted EBITDA for FY2025 (Q1 to Q3 reported
   plus the midpoint of Q4 guidance), the net‑debt‑to‑LTM‑adjusted‑EBITDA
   ratio stood at 2.5 and 3.3, respectively.

    

   Balance Sheet

   IFRS book values [EUR    31.12.2025 Leverage^1)  Pro-forma    Leverage^2)
   millions]                                       post-closing  (pro-forma)
         Adj. EBITDA                   approx. 600              pro-forma 525
   Cash                      (1,483)                 (1,283)           
   Deal Proceeds (post                                (670)            
   closing)^5)
   Other Financial Debt        167                     167             
   2027 EUR Convertible        715                    515^4)           
   Bond (2.125%)
   2029 EUR Senior            1,031                   1,031            
   Unsecured Note (10.50%)
   2029 USD Senior             648                     648             
   Unsecured Note (12.25%)
   SLB Malaysia transaction    440                     440             
   Total debt                 3,001                   2,801            
   Net debt                   1,518        2.5         848           1.6
   Outstanding OSRAM – Put     505                     505             
   Options^3)
   Total net debt (incl.      2,023        3.3        1,353          2.5
   OSRAM Put Options)

   ^1)^ ^Leverage: net debt / LTM adj. EBITDA, assuming approx. € 600m adj.
   EBITDA for 2025 (Q1/25 to Q3/25 reported plus guidance midpoint Q4/25).

   ^2) Leverage: pro forma net debt / LTM adj. EBITDA, assuming approx. €
   525m adj. EBITDA (approx. 2025 less divested adj. EBITDA).

   ^3)^  Assuming 100% tendering of outstanding OSRAM Put Options upon final
   verdict.

   ^4) Incl. € 199.9m buyback of convertible in January 2026.

   ^5) Total deal proceeds of € 670m = € 570 m from selling non-optical
   mixed-signal business + approx. € 100 m from selling specialty lamps
   business.

    

   Including the deal proceeds of EUR 670 million the
   net-debt-to-LTM-adjusted-EBITDA leverage ratio will decline on a pro-forma
   basis to 2.5 (which includes the OSRAM minorities put options) and
   minimize the amount to be refinanced. 

   The company continues to work on a solution for the Kulim
   Sale-and-Lease-Back (SLB), which will reduce the leverage further. When
   the SLB can be resolved, the pro-forma leverage ratio is expected to drop
   below the target ratio of 2.

   In 2026, adj. EBITDA of the group will temporarily decrease due to the
   divestitures and the associated cost-overhang.

   During the transition phase until refinancing the remaining debt, the
   company expects annual financing cost of approx. EUR 250 to 300 million.

   The remaining debt will be refinanced at better terms and the company aims
   to reduce the financing expenses to below EUR 150 million annually by 2028
   through the lower debt load and better financing conditions and thereby
   strengthen the operating cash flow further. 

    

   Advisors

   Morgan Stanley & Co. International plc acted as financial advisor and
   Linklaters LLP as legal counsel to ams OSRAM in connection with the
   transaction.

    

   Additional Information

   The investor presentation ‘Creating the leader in Digital Photonics’ is
   available on the company [3]website.

   ams OSRAM will host a conference call for analysts and investors on short
   notice, tomorrow,
   4 February 2026 at 8.45 am CET and can be joined via [4]webcast.

   A conference call for media will be hosted online at 9.45 am CET:
   [[5]link]

    

    

   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 [6]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: [7]>LinkedIn  [8]>Facebook 
   [9]>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
   [10][email protected] [11][email protected]
                                            

    

   End of Inside Information

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

   03-Feb-2026 CET/CEST News transmitted by [12]EQS Group

   View original content: [13]EQS News

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

   Language:    English
   Company:     ams-OSRAM AG
                Tobelbader Straße 30
                8141 Premstaetten
                Austria
   Phone:       +43 3136 500-0
   E-mail:      [email protected]
   Internet:    https://ams-osram.com/
   ISIN:        AT0000A3EPA4
   WKN:         A118Z8
   Listed:      Regulated Unofficial Market in Dusseldorf, Frankfurt, Munich,
                Stuttgart, Tradegate BSX; BX, SIX, Vienna Stock Exchange
                (Vienna MTF)
   EQS News ID: 2270616


    
   End of Announcement EQS News Service


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