Austrian sensor maker AMS renewed its €4 billion (Dh1.64bn) offer for Osram, relaxing a key shareholder acceptance requirement as a rival suitor dropped out of the bidding for the German lighting company.
While the price offered by AMS remains €41 at per share, the acceptance threshold for its bid to succeed was lowered to 55 per cent, AMS said in a statement on Friday. Osram jumped 3 per cent in Germany, while AMS dropped 4.6 per cent in Zurich before trading was suspended prior to the announcement.
AMS, a supplier to Apple, has pursued the former Siemens division through numerous setbacks and a prolonged takeover battle. It moved to block rival suitors Bain Capital and Advent International by acquiring a 19.9 per cent stake in Osram, yet AMS chief executive Alexander Everke has yet to win over the German company’s labour unions.
“We are in constructive discussions with Osram,” Mr Everke said in the release, adding that commitments to employees and manufacturing locations in Germany are among the topics on the table.
AMS’s latest move follows a supervisory board meeting on Friday, where executives looked at options including upping the capital contribution to finance the deal to lower the debt component, according to sources.
Bain and Advent said separately on Friday that they have dropped their pursuit of Osram “for the time being”.
Osram representatives had urged AMS to address lingering concerns around strategy, job cuts and the massive debt burden tied to the deal, one source said. AMS planned to invest in the company’s site in Regensburg, Germany that makes high-tech chip components, but said it would sell the digital division that makes lighting controls, stage and theatre lights.
“Over the past few days, we have had constructive discussions with AMS about the conditions for a new takeover bid,” Osram chief executive Olaf Berlien said. “The managing board welcomes the progress made so far and is confident that both sides can agree on a future-oriented strategic concept.”
AMS’s previous offer received 51.6 per cent support from Osram investors, short of the 62.5 per cent acceptance threshold that was previously in place.
Bringing the two companies together should create synergies in excess of €300 million, AMS said. The figure includes more than €120m from optimising manufacturing operations and at least €120m more from combining corporate functions, IT and research and development.
AMS has also lined up a €4.4bn bridge facility and slightly increased a proposed share sale to €1.6bn to pay for the deal.
Osram’s workforce continues to oppose the transaction which the IG Metall union called a “hostile” takeover. “The reasons for our clear rejection of a takeover by AMS are still valid. The already unacceptably high financial risks are even further increased by the new approach,” IG Metall said in a statement on Saturday.