Although the Osram works council still rejects a takeover, the Frankfurt Higher Regional Court rejected the application for a temporary injunction against the Bafin financial supervisory authority at the beginning of the week.
This makes it rather unlikely that the project could still be stopped by the court.
Even though Osram's Executive Board was not enthusiastic about the takeover by the smaller ams, and Olaf Berlien, CEO of Osram, considers the offer of 41 euros per share to be very attractive, as he writes in the joint letter to the shareholders. In addition, the takeover by ams ensures Osram's sustainable future viability and is therefore also in the interest of the workforce. In recent weeks, Osram has held very constructive and trusting discussions with ams at eye level, which have led to legally binding results:
- ams fully supports Osram's already initiated transformation from a traditional lighting manufacturer to a high-tech photonics company.
- There will be no merger-related redundancies at the German locations until December 31, 2022.
- Munich will become the Co-Group headquarters with strong management teams and great significance for the joint company.
- The strategic direction and the integration plan will be worked out jointly.
- The aim is to create a stock corporation under European law (Societas Europaea, SE) whose name includes the name OSRAM and whose Supervisory Board will grow from 9 to 12 members.
- Brigitte Ederer - former member of the Managing Board of Siemens AG and former Chairwoman of the Supervisory Board of Österreichische Bundesbahnen (ÖBB) - will ensure the implementation of the agreement as an independent "monitor".
Alexander Everke, CEO of ams, summarizes in the letter why he believes the takeover makes sense: The merger with ams offers a great opportunity to accelerate Osram's realignment even further. A European world market leader for sensor solutions and photonics could be created, which represents a growth perspective for both companies.
The shareholders now have until December 5, 2019 to respond to the offer. The minimum acceptance threshold is 55 percent.