ams-OSRAM AG
ams-OSRAM AG: ams OSRAM signs close to EUR 450 million of infrastructure related asset transactions as part of its recently presented financing plan

Ad hoc Announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange
——————————————————-

ams OSRAM signs close to EUR 450 million of infrastructure related asset transactions as part of its recently presented financing plan

• The main transaction relates to a Sale and Leaseback of its new Kulim 8-inch facility with expected proceeds of around EUR 400 million and excludes the manufacturing equipment. 
• Investment partners are three of Malaysia’s largest and most recognized investment companies.
• Sale of assets will not affect any technology, R&D or manufacturing strategies of ams OSRAM outlined in its “Re-establish the Base” program
• ams OSRAM continuously expands its operations in Malaysia and fosters additional employment opportunities in the country in the field of science and high-tech semiconductors.
• ams OSRAM also closed the divestment of a phased-out manufacturing facility located in Asia  with proceeds of EUR mid double digit millions.

Premstaetten, Austria, and Kulim, Malaysia (30 October 2023) — ams OSRAM (SIX: AMS) Today, ams OSRAM signed Sale and Leaseback agreements totaling up to Malaysian Ringgit 2 billion (approximately EUR 400 million) in gross proceeds (“Lease Financing”). The Sale and Leaseback transaction is part of the previously announced financing plan and limited to the newly constructed Kulim 8-inch semiconductor facility’s primary and secondary structures. The Lease Financing transaction is expected to close in winter 2023/2024 and runs for a term of 10 years, subject to certain conditions.

“We are progressing fast in implementing our recently announced comprehensive financing plan. The Sale and Leaseback transaction of our new 8-inch LED manufacturing facility in Kulim is a key element to optimize the borrowing cost in today’s high interest environment,” said Rainer Irle, CFO of ams OSRAM. “I would like to recognize particularly our partners, Permodalan Nasional Berhad (PNB), the Employees’ Provident Fund (EPF) and Retirement Fund (Incorporated) (KWAP) for their engagement in this transaction.”

On September 27, 2023 ams OSRAM announced its financing plan of EUR 2.25 billion, with around EUR 1.9 billion expected to be financed in the coming months comprising of EUR 800 million capital raise, around EUR 800 million in new senior bond issuances and around EUR 300 million asset-level transactions. As announced today, these asset-level transactions are now expected to yield close to EUR 450 million in proceeds. The Kulim 8-inch facility Sale and Leaseback transaction is the key element amongst these asset-level transactions.

In 2022, ams OSRAM started an approximately EUR 1 billion investment in manufacturing, facilities and R&D for state-of-the-art LED and microLED. The new facility in Kulim is expected to be the world’s first fully automated 8-inch LED manufacturing facility. The facility shows the company’s dedication to sustainability, featuring highly energy and cost efficient green building practices in compliance with the LEED green building standards. The certification process is in progress, with the goal of becoming the first LEED GOLD certified semiconductor front-end facility in Malaysia, enabling the production of future generations of cutting-edge products.

In 2022, ams OSRAM celebrated 50 years in Malaysia. Over the course of this time, the company chose to develop a strong manufacturing base, research and development activities, sales and marketing functions, a global business center and IT service centers in the country due to the excellent infrastructure and education standards. The company´s continued investment stands as a testament to the excellent economic partnership between ams-OSRAM and Malaysia.

ams OSRAM continues to deliver on its plan to optimize its footprint in line with its recently announced strategy focusing the semiconductor segment on its profitable core of intelligent sensors and emitters. Within this context, the company closed a transaction to divest an already phased-out manufacturing facility in Asia, receiving proceeds of EUR mid-double digit million. The sale of the assets will not affect any technology, R&D or manufacturing capability of ams OSRAM outlined in its “Re-establish the Base” program.

About Permodalan Nasional Berhad (PNB):

Permodalan Nasional Berhad (PNB) is one of the largest fund management companies in Malaysia with assets under management (AUM) exceeding RM300 billion. PNB’s portfolio covers strategic investments in Malaysia’s leading corporates, global equities, private investments and real estate. For more information, please visit www.pnb.com.my.

About Retirement Fund (Incorporated) (KWAP): KWAP was established on 1st March 2007 under the Retirement Fund Act 2007 (Act 662) replacing the repealed Pensions Trust Fund Act 1991 (Act 454).

KWAP manages contributions from the federal government and relevant agencies made into the Retirement Fund to obtain optimum returns on its investments through sound management and investment of the Fund in equity, fixed-income securities, money market instruments, and other forms of investments as permitted under the Retirement Fund Act 2007 (Act 662). The Fund shall be applied towards assisting the Federal Government in financing its pension duties. In 2015, KWAP was officially appointed as an agent of the Federal Government for the purpose of pension payment, gratuity, or other benefits granted under any written law from the Consolidated Fund as agreed between the Federal Government and KWAP.

Visit www.kwap.gov.my for more information.

About Employees’ Provident Fund (EPF): 

The Employees Provident Fund (EPF) is one of the oldest retirement funds in the world. Established in 1951, the EPF is a social-security organization focused on safeguarding member savings and delivering excellent services. In recent years, in line with its vision of helping members achieve a better future, the EPF has expanded its role to encompass the creation of a comprehensive social well-being ecosystem. Today, the EPF remains steadfast in its commitment to members through consistent efforts to update and improve itself, in order to build the foundation for sustainable, holistic and equitable well-being for all Malaysians.

Disclaimer

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any offer regarding any publicly offered securities of ams-OSRAM AG (“ams-OSRAM AG” or the “Company,” and together with its subsidiaries, the “Group”) in Austria will be made solely by means of, and on the basis of, a securities prospectus (including any supplements thereto, if any) to be approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, the “FMA”) and to be published in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) on the website of the Company (www.ams-osram.com). An investment decision regarding any publicly offered securities of ams-OSRAM AG should only be made on the basis of a prospectus. Any orders relating to securities of ams-OSRAM AG received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, a securities prospectus will be published promptly upon approval by FMA in accordance with the Prospectus Regulation and will be available free of charge from ams-OSRAM AG during usual business hours, or on the ams-OSRAM AG website.

This announcement is not a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (the “FinSA”) and as such does not constitute an offer to sell nor a solicitation to buy securities of ams-OSRAM AG or any other company. This announcement is made for information purposes only and shall not constitute investment advice. Any offer regarding any publicly offered securities of ams-OSRAM AG in Switzerland will be solely made by means of, and on the basis of, a prospectus (including any supplements thereto, if any) that is deemed approved in Switzerland without additional approval procedure in accordance with the FinSA, which will be made available free of charge from ams-OSRAM AG and UBS AG during regular business hours, or on the ams-OSRAM AG website prior to the public offering. An investment decision regarding any publicly offered securities of ams-OSRAM AG should only be made on the basis of the prospectus published for such purpose.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”).  The securities may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.

This announcement is not a prospectus for the purposes of Prospectus Regulation or Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and does not constitute an offer to sell or the solicitation of an offer to purchase securities of ams-OSRAM AG. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in any prospectus relating to the securities, the former of which may be published by the Company in final form on its website (www.ams-osram.com). Any such prospectus would include a description of risk factors in relation to an investment in the Group. You should conduct your own independent analysis of all relevant data provided in any prospectus and you are advised to obtain independent expert advice as to the legal, tax, accounting, financial, credit and other related aspects before making any investment decision.

No representation, warranty or undertaking, express or implied, is made by the Group, its shareholders, or any of the Group’s or its shareholders’ respective affiliates or any of its or their respective directors, officers, employees or agents (the “Representatives”) or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information set forth in this announcement or the opinions contained therein or any other statement made or purported to be made in connection with the Company or the Group, for any purpose whatsoever. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Group, the Company or its shareholders or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising from any use of the information contained in this announcement, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.

The information in this announcement is of an abbreviated nature and is subject to updating, revision, amendment, verification, correction, completion and change without notice. None of the Group, the Company or its shareholders or any of their respective Representatives or any other person undertakes any obligation to provide the attendee or recipient with access to any additional information or to update the information in this announcement or to correct any inaccuracies in any such information, including any financial data or forward-looking statements. Such information should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date thereof. None of the Group, the Company or its shareholders  or any of their respective Representatives have independently verified any of the information in this announcement.

This announcement may contain statements about ams-OSRAM AG or the Group that are or may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “plans”, “targets”, “aims”, “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and similar expressions. These forward-looking statements reflect, at the time made, the Group’s beliefs, intentions and current targets/aims concerning, among other things, the Company’s or the Group’s results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; economic outlook and industry trends; developments of the Company’s or the Group’s markets; and the strength of the Company’s or any other member of the Group’s competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Group’s records and other data available from third parties. Although the Group believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in this announcement by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in the Group’s expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.

About ams OSRAM

The ams OSRAM Group (SIX: AMS) is a global leader in intelligent sensors and emitters. By adding intelligence to light and passion to innovation, we enrich people’s lives.

With over 110 years of combined history, our core is defined by imagination, deep engineering expertise and the ability to provide global industrial capacity in sensor and light technologies. We create exciting innovations that enable our customers in the automotive, industrial, medical and consumer markets maintain their competitive edge and drive innovation that meaningfully improves the quality of life in terms of health, safety and convenience, while reducing impact on the environment.

Our around 21,000 employees worldwide focus on innovation across sensing, illumination and visualization to make journeys safer, medical diagnosis more accurate and daily moments in communication a richer experience. Our work creates technology for breakthrough applications, which is reflected in over 15,000 patents granted and applied. Headquartered in Premstaetten/Graz (Austria) with a co-headquarters in Munich (Germany), the group achieved over EUR 4.8 billion revenues in 2022 and is listed as ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A18XM4).

Find out more about us on https://ams-osram.com

ams is a registered trademark of ams-OSRAM AG. In addition many of our products and services are registered or filed trademarks of ams OSRAM Group. All other company or product names mentioned herein may be trademarks or registered trademarks of their respective owners.

Join ams OSRAM social media channels: >Twitter  >LinkedIn  >Facebook  >YouTube