Ams Osram Business Combination Agreement

Over the past year, the Company achieved its adjusted targets in March 2019. On a comparable basis, sales fell 13.1% to 3.5 billion euros, mainly due to weakness in the automotive industry and China. Adjusted EBITDA amounted to 307 million euros and the corresponding margin was 8.9%. Free cash flow exceeded expectations and was positive at 17 million euros. Earnings from continuing operations were mainly negatively impacted by goodwill amortizations, which have a goodwill effect, particularly in the Digital Systems business and in the Osram Continental (OC) joint venture. Osram does not expect global automotive production to recover in the short term. Due to moderate market developments and applicable accounting standards, Osram estimated the value of EUR 171 million. Source version on businesswire.com: www.businesswire.com/news/home/20191112005378/en/ Osram has entered into a large grouping of companies with ams and recommends that its shareholders accept the current takeover bid. “After intense negotiations, we have agreed on many key framework conditions for the future of OSRAM and our employees,” said Olaf Berlien, Chairman of the Board of OSRAM Licht AG.

The most important thing is that employees at German sites are protected from merger-related redundancies by the end of 2022. In addition, the strong Osram brand must be reflected in the name of the new group. The ams sensor specialist explicitly supports Osram`s photonic strategy. According to the agreement to consolidate companies outlined by the two companies, ams has made significant commitments to Osram`s employees and production sites, particularly in Germany, where the IG Metall union has criticised the proposed merger. This document contains statements and information about our future business and financial performance and future developments that may represent forward-looking statements – that is, statements about the processes that will take place in the future and not in the past. These statements about the future can be identified by phrases such as “anticipate,” “expect,” “want,” “plan,” “believe,” “believe,” “aspirate,” “want,” “predict” or words of a similar meaning. These statements are based on current expectations and certain assumptions of OSRAM management. They are therefore subject to certain risks and uncertainties. Many factors, many of which are beyond OSRAM`s control, influence OSRAM`s business activities, successes, business strategies and results. These factors may result in actual results being significantly different from OSRAM`s assertions, and that successes and successes may result in results, results or achievements expressed or implied in forward-looking statements or based on past trends.

These factors include the facts described in the “Risk and Opportunity Report” chapter in the OSRAM Licht Group`s annual report. If any of these risks or uncertainties arise or if underlying assumptions prove to be false, OSRAM`s actual results, achievements or performance may differ materially from the results described in the relevant forward-looking statement, which are considered expected, anticipated, contemplated, contemplated, gross, sought, estimated or projected. OSRAM has no intention and does not intend to update or revise these forward-looking statements in light of developments that deviate from those expected. Because of the rounding, the figures presented in this document and in others may not accurately match the amounts shown and the percentages may not accurately reflect the absolute numbers they indicate. MUNICH-(BUSINESS WIRE) –Following the successful acquisition offer of ams AG, The Osram Steering Committee invited the management of the ams to work together, on the basis of the Business Combination Agreement, to make the path of the world`s leading technology for sensor solutions and photonics.