Osram Supports Public Takeover Offer from Bain Capital and The Carlyle Group

Soon after Osram’s announcement of the bidding offer from Bain Capital and the Carlyle Group, the German company said that it will support the public takeover offer.

On July 4th, Osram announced that its Managing Board and Supervisory Board decided to support the legally binding transaction offer for the public takeover of all the shares of Osram by 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 Olaf Berlien, CEO of Osram. “They support our strategy and facilitate growth. Both are committed to our employees and offer shareholders an attractive premium.”

According to the offer, these two private equity firms will acquire Osram’s hare with the price of 35 euros per share in cash, which is roughly 21 percent above the last closing price of Osram shares before Osram confirmed the offer. The offer values Osram at an equity value of EUR 3.4 billion (US$3.8 billion) and an enterprise value of roughly EUR 4 billion (US$4.5 billion).

Bain and Carlyle have announced a minimum acceptance threshold of 70 percent, excluding the shares owned by Osram itself. The offer period is expected to end at the beginning of September. As of today, both governance bodies assume that they will recommend in their reasoned response that shareholders should accept the offer. The Managing Board intends to sell its own Osram shares to the bidders as part of the takeover.

Based on the offer, 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. Bain, Carlyle and Osram also acknowledged in the investor agreement that Osram operates in a challenging and volatile market environment that requires flexible action.

The investors agreed to support all ongoing projects of Osram including possible acquisitions as well as investments in new product developments. Bain and Carlyle also confirm that existing labor agreements, collective bargaining agreements and similar agreements as well as existing pension plans will remain unchanged.

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