DGAP-Adhoc: OSRAM supports a voluntary public takeover offer from Bain Capital and The Carlyle Group valued at 35 euros per share

Following detailed discussions, a bidding consortium composed of Bain Capital and The Carlyle Group has presented to the Managing Board and Supervisory Board of OSRAM Licht AG (Osram) a legally binding transaction offer for the public takeover of all the outstanding shares of Osram.

With an offer price of 35,00 Euros per Osram share, Bain Capital and The Carlyle Group have submitted a bid that the Managing Board and Supervisory Board consider to be attractive. The offer represents a premium of approximately 21 percent on the closing share price on Tuesday. The offer places an equity value on Osram of approximately 3.4 billion Euros and an enterprise value of approximately 4 billion euros. Bain Capital and The Carlyle Group have announced a minimum acceptance threshold of 70 percent, a number of additional standard market conditions and an offer acceptance period until beginning of September. The threshold does not include shares owned by Osram itself.

Following a careful review of the transaction offer, the Managing Board and the Supervisory Board of Osram have come to the conclusion that it would be in the best interests of the company and in the interests of shareholders and other stakeholders to support the offer from Bain Capital and The Carlyle Group. The Managing Board, has therefore decided to waive the existing standstill agreements with Bain Capital and The Carlyle Group.

Osram, Bain Capital and The Carlyle Group have today signed an investor agreement. In this agreement the parties have indicated their commitment to the existing corporate strategy of Osram. Bain Capital and The Carlyle Group pledge to support the transformation of the company both strategically and financially and to cooperate closely with the present Managing Board of Osram. They are also making extensive commitments to protect Osram's workforce and locations.

The offer document will be published at a later date by Luz (C-BC) Bidco GmbH, a holding company jointly controlled by funds of the financial investors Bain Capital Private Equity and The Carlyle Group, in accordance with the requirements of the German Securities Acquisition and Takeover Law (WpÜG) following approval by the German Federal Financial Supervisory Authority (BaFin). After publication, the Managing Board and Supervisory Board will carefully review the offer document and submit a reasoned response in accordance with paragraph 27 of the German Securities Acquisition and Takeover Law (WpÜG). As of today, the Managing Board and Supervisory Board of Osram assume that they will recommend that shareholders should accept the offer.