Osram achieves high value growth for shareholders thanks to consistent transformation

• Osram and ams AG sign a Domination and Profit and Loss Transfer Agreement
• Auditors value Osram at EUR 44.65 per share
• Guaranteed dividend for shareholders of more than five percent (EUR 2.24 per year)
• Increase in value of more than 1.8 billion euros since the going public in 2013

Osram and ams today signed a Domination Agreement from which Osram’s remaining minority shareholders can benefit. PwC, the auditors commissioned jointly by the two companies, have completed their valuation report in which they value Osram at EUR 44.65 per share. “The auditors have confirmed the validity of our transformation strategy and the course we have steered through both the slump in the automotive industry and the corona crisis. Our growth story continues and we envisage a significant recovery as early as 2021,” said Osram CEO Olaf Berlien. “We are delighted that our bidding process has enabled us to create substantial value for our shareholders, even under these difficult conditions”. Just five years ago, Osram generated 70 percent of its turnover with traditional products. Today, 70 percent of revenue comes from state-of-the-art semiconductor technologies. The strategy of transformation was the right one and has made the company attractive to numerous bidders. Ultimately, this is reflected in the current valuation.

Just one week ago Osram raised its forecast for the 2020 fiscal year. Thanks to determined cash management, both adjusted EBITDA and Free Cash Flow are going to be significantly better than expected.

The increase in value is not least due to the transparent bidding process that Osram’s managing board and supervisory board launched when signs first appeared of competition between prospective strategic and financial buyers.

In accordance with legal requirements, the independent auditors assessed the business, technologies and prospects of the Munich-based photonics champion over recent months. Auditors PwC came to the conclusion that OSRAM is worth 4.3 billion euros in its current constitution. “The valuation shows that our path to becoming a photonics champion was and is the right one, and we will continue steadfastly along this path together with ams”, said Olaf Berlien.

The valuation report provides the basis for the pending mandatory compensation offer from ams to the minority shareholders of Osram under the Domination and Profit and Loss Transfer Agreement. At present, almost 30 percent of the outstanding capital is still in their ownership.

PwC’s valuation indicates that those shareholders who want to retain their Osram shares will also benefit. According to the arrangements made in connection with the Domination and Profit and Loss Transfer Agreement, they will receive a guaranteed dividend of more than five percent or net 2.24 (gross 2.57) euros per share.

The valuation report also noted that for the coming 2021 fiscal year Osram expects comparable sales growth of between six and ten percent an adjusted EBITDA margin of nine to eleven percent and a Free Cash Flow ranging from a balanced to a positive low double-digit million Euro figure. Osram recently published this information in the form of an ad hoc release.

Disclaimer

This document contains forward-looking statements and information – that is, statements about future, not past, events. These forward-looking statements can be identified by formulations such as "expect", "want", "anticipate", "intend", "plan", "believe", "aim", "estimate", "will", "predict" or similar terms. Such statements are based on current expectations and certain assumptions of OSRAM management. They are therefore subject to a number of risks and uncertainties. A variety of factors, many of which are beyond OSRAM’s control, affect OSRAM’s business activities, success, business strategy and results. These factors can cause the actual results, successes and performance of OSRAM to be materially different from any future results, successes or performance expressed or implied by such forward-looking statements or from those anticipated as a result of past trends. These factors include, but are not limited to, matters discussed in the Risk and Opportunity Report of the Annual Report of the OSRAM Lighting Group. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements of OSRAM may vary materially from those described in the forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. OSRAM does not assume any obligation and does not intend to update these forward-looking statements beyond legal requirements or to correct them in the event of developments other than those expected. Due to rounding, individual figures in this and other reports may not add up precisely to the totals provided and percentages presented may not precisely reflect the absolute figures to which they relate.