Press release

• Offer document published following approval by BaFin
• Acceptance period runs almost seven weeks from 22 July 2019 to 5 September 2019
• Highly attractive offer price of EUR 35.00 per share in cash
• Unique opportunity for OSRAM shareholders to realise a maximum and certain value uplift for their shares immediately
• Offer subject to minimum acceptance threshold of 70 percent of all OSRAM shares - existing financing structure does not provide any flexibility to waive or lower the threshold

Munich, 22 July 2019 - Luz (C-BC) Bidco GmbH, a holding company jointly controlled by investment funds advised and/or affiliated with Bain Capital Private Equity ("Bain Capital") and The Carlyle Group ("Carlyle") (together the "Investors"), today published the offer document and announces the start of the acceptance period for all outstanding shares of OSRAM Licht AG ("OSRAM" or the "Company"). The offer document was approved by the German Federal Financial Supervisory Authority BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht).
 

From today, OSRAM shareholders can accept the voluntary takeover offer for OSRAM Licht AG and tender their shares at a highly attractive offer price of EUR 35.00 per share. This represents a premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement confirming the binding offer. The Offer - subject to a successful implementation - allows all OSRAM shareholders to realise a maximum and certain value uplift for their shares immediately, independent of the challenging outlook for OSRAM. The Bidder has spent considerable time and significant resources analysing OSRAM's businesses, its challenges as well as the necessary actions it would take to justify the substantial offer premium, which was required to get the Management and Supervisory Board's recommendation.
 

The acceptance period will end at midnight (CET) on 5 September 2019. Shareholders should inquire with their custodian banks for any relevant deadlines which may require action prior to this date. Settlement of the Offer will be subject to a minimum acceptance threshold of 70 percent of all OSRAM shares and further customary conditions, including merger control and foreign investment control approvals. Bain Capital and Carlyle point out that the existing financing structure does not provide the Investors with any flexibility to waive or lower the minimum acceptance threshold of 70 percent of all OSRAM shares. Hence, OSRAM shareholders can only profit from the premium offered if the minimum acceptance threshold under this Offer is reached and the Offer is successful. The Investors believe that the stock exchange price for OSRAM shares could decline significantly in case the Offer fails.
 

In order to tender their shares, OSRAM shareholders must issue a written or electronic declaration to their respective custodian bank. Further information can be found in the offer document.
 

The Management and Supervisory Board of OSRAM have both declared that they support the Offer and believe that the transaction is in the best interests of the Company, its shareholders, employees, and other stakeholders. As announced on 4 July 2019, Bain Capital and Carlyle intend to work with the Management Board of OSRAM to continue and further accelerate the complex and extensive transformation of the Company including ongoing restructuring measures. However, the Investors also believe that the implementation of such strategy will take time and effort and that considerable additional investment will be needed to realise OSRAM's full long-term potential.
 

Further information about the offer document - hotline for retail shareholders

OSRAM, Bain Capital and Carlyle have agreed to set up a Takeover Offer Hotline for retail shareholders to provide further information about the Offer. Questions will be answered between 9 a.m. and 5 p.m. from Monday to Friday as of today under the toll-free number
+49 (0)69 1540 8718.
 

The German version of the offer document (together with a non-binding English translation which has not been reviewed by BaFin) is now available at . Copies can also be obtained free of charge at BNP Paribas Securities Services S.C.A., Zweigniederlassung Frankfurt, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by fax to +49 (0)69 1520 5277 or email to ).

 

Media contacts:

 

FTI Consulting

Hans G. Nagl 
T +49 (0) 89 20 300 6465
M +49 (0) 170 639 539 1
E 

Oliver Müller
T +49 (0) 30 288 744 225
M +49 (0) 170 360 53 60
E 

Louisa Feltes
T +44 (0) 20 3727 1166
M +44 (0) 7795 396 835
E 



For Bain Capital

Hazel Stevenson
T +44 (0) 20 375 74 989
M +44 (0) 798 600 97 20
E 

Ed Gascoigne-Pees
T +44 (0) 20 375 74 984
M +44 (0) 788 400 19 49
E 
 

For The Carlyle Group

Catherine Armstrong 
T +44 (0) 20 7894 1632
M +44 (0) 788 000 6200
E 

Rory Macmillan
T +44 (0) 20 7894 1630
M +44 (0) 7557 743679
E 

Katharina Gebsattel
M +49 (0) 172 718 6857
E 

About Bain Capital Private Equity

Since 1984, Bain Capital has a long-standing track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital has made primary and add-on investments in approximately 875 companies to date. In addition to private equity and its key vertical industries, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate. Bain Capital's global team currently consists of more than 240 private equity investment professionals in 18 offices all over the world, managing approximately USD 105 billion in total and leveraging the firm's shared platform to capture opportunities in strategic areas of focus.

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About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With USD 222 billion of assets under management as of 31 March 2019, Carlyle's purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,725 people in 33 offices across six continents.

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Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM. The Offer itself as well as its terms and conditions and further provisions concerning the Offer are set out in the offer document. Investors and shareholders of OSRAM are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer. The Offer is exclusively subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any contract that is concluded based on the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.