ams OSRAM optimizes financing structure with successful private placement of EUR 200 million 10.5% senior notes due 2029 replacing short-term financing facilities

ams OSRAM optimizes financing structure with successful private placement of EUR 200 million 10.5% senior notes due 2029 replacing short-term financing facilities

• Private placement of EUR 200 million principal amount of senior notes due 2029
• Optimizing financing structure by replacing short-term rolling bank and working capital facilities with long-term senior notes

Premstaetten, Austria, and Munich, Germany (13 September 2024) -- ams OSRAM successfully placed an additional EUR 200 million aggregate principal amount of its 10.5% senior notes due 2029 with certain investors in a private transaction replacing short-term financing

“We are constantly working towards improving our financing structure in line with our conservative financing approach. Last autumn, we successfully refinanced more than EUR 2 billion for a balanced maturity profile of our outstanding long-term debt. Now, we optimize our financing structure further by replacing some short-term financing instruments with the additional, opportunistic placement of senior notes due 2029” said Rainer Irle, CFO of ams OSRAM.

ams OSRAM intends to use the proceeds from the private placement of the 10.5% senior notes to repay amounts outstanding under certain of its short-term bank and working capital facilities. The private placement is expected to close and the additional senior notes are expected to be issued on or around 20 September 2024.

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 Notes, 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 Additional Notes 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 Additional Notes in the United States of America. The Additional Notes 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 Additional 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 issue and sale of the Additional 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 Additional 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 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 Additional 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 Additional 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 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 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 EUR 3.6 billion revenues in 2023 and is listed as ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4). 

Find out more about us on 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.  

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