October 22, 2019 / 9:14 AM / 22 days ago

AMS seeks cooperation deal with Osram before making new bid

VIENNA (Reuters) - Austrian sensor maker AMS (AMS.S), still has its sights on German lighting firm Osram (OSRn.DE) but is aiming to seal a cooperation agreement before remounting its bid for an all-out takeover, CEO Alexander Everke said on Tuesday.

FILE PHOTO: The logo of Austrian sensor specialist AMS is seen on their factory in Unterpremstaetten, Austria October 3, 2019. REUTERS/Leonhard Foeger

“We expect to have a (cooperation) agreement in place before the offer launches,” Everke told reporters on an investors call, describing ongoing discussions with Osram management as “constructive.”

His bid to create a global leader in sensors and lights with Osram stumbled earlier this month, as AMS fell short of the 62.5% shareholder backing required.

AMS now aims to launch a new bid at the same price of 41 euros a share, valuing Osram at 4.6 billion euros ($5.1 billion), but with a lower acceptance rate of 55%.

The offer period is expected to begin by end-October subject to approval from German financial watchdog Bafin, AMS said.

Osram management and labor representatives initially opposed AMS’s plan. CEO Olaf Berlien would have preferred to be taken over by private equity groups as they had planned to keep Osram as a standalone company.

Investors, who did not tender their shares to AMS, had hoped private equity firms Bain Capital and Advent would trump AMS’ offer. But those firms informed Osram on Friday that they would refrain from an offer for the time being.

Osram’s trade union still rejects its plans, fearing a breakup of the company.

AMS’s offer is backed by a 4.4 billion euro bridge loan from HSBC (HSBA.L), UBS (UBSG.S) and Bank of America Merrill Lynch, and a 1.6 billion euro rights issue which has been underwritten by HSBC and UBS.

AMS plans to hold an extraordinary shareholders meeting in the fourth quarter to get the necessary approval.

Asked about the timing for the capital increase, AMS finance chief Michael Wachsler-Markowitsch said it was too early to say.

“Obviously... we want to do this process as fast as possible to concentrate on our business,” he said.

Osram would also have to hold an extraordinary shareholders meeting.

To secure control of Osram’s cash flows, which Everke needs to pay back the debt, AMS needs the support of 75% of the shareholders present at Osram’s EGM to trigger a so-called domination agreement.

“Based on the voting results of Osram general meetings in the past six years, the shareholder turnout range was between approximately 47% and 61% of the capital and therefore a 55% threshold would be more than enough to get a ‘super majority’,” Vontobel analysts said in a note.

(This story corrects paragraph 8 to read Osram’s trade union)

Reporting by Kirsti Knolle; editing by Riham Alkousaa and Jason Neely

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