Osram’s board is supporting an offer for the supplier from a bidding consortium of Bain Capital and The Carlyle Group.
Osram and the consortium have also concluded an investor agreement that includes comprehensive commitments.
“Bain and Carlyle are the right partners for Osram at the right time”, said Osram CEO, Olaf Berlien.
“They support our strategy and facilitate growth. Both are committed to our employees and offer shareholders an attractive premium.”
The offer values Osram at an equity value of EUR3.4 (US$3.8bn) and an enterprise value of around EUR4bn. Bain and Carlyle have announced a minimum acceptance threshold of 70%. This threshold does not include the shares owned by OSRAM Licht itself.
The offer period is expected to end at the beginning of September. Subject to a further detailed review of the offer documentation to be published, the managing board and supervisory board of Osram have a positive view on the offer. As of today, both governance bodies assume they will recommend in their reasoned response shareholders should accept the offer. The managing board intends to sell its own Osram shares to the bidders as part of the takeover.
The investors are committed to the current management plan and the existing strategy with its focus on optical semiconductors, the automotive sector and digital applications. Bain and Carlyle have given assurance they will fully support the management team and will collaborate closely with the current managing board to further the transformation of Osram.
Osram will continue to operate under the existing name after the takeover. The corporate headquarters will remain in Munich, and the rights to all patents will remain with Osram. .
It was agreed both investors will support all on-going growth projects, possible acquisitions as well as investments in new product developments. Bain and Carlyle also confirm existing labour agreements, collective bargaining agreements and similar agreements as well as existing pension plans will remain unchanged.
The existing steering committee dealing with labour issues with equal representation between the managing board and the workforce representatives will also remain in its present form.
The investors are committed to the cornerstones laid out in the document, Future Concept Germany, which was agreed in July, 2017 with the trade union IG Metall and the workforce. In addition, the locations of the essential business units will remain unchanged.