Ad hoc announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION IS UNLAWFUL

ams OSRAM publishes timetable for 10:1 reverse share split with expected first trading day of new shares on 30 September 2024

• Shareholders approved reverse share split at a ratio of 10:1 at AGM on 14 June 2024
• 10 existing shares will be merged into 1 new share
• First trading day of the new shares expected on 30 September 2024

Premstaetten, Austria, and Munich, Germany (24 September 2024) -- ams OSRAM publishes timetable of the 10:1 reverse share split with expected first trading day of new shares on 30 September 2024.

At the Annual General Meeting on 14 June 2024, ams OSRAM’s shareholders approved the re-division of the Company’s share capital through a reverse share split at a ratio of 10:1. The reverse share split was registered accordingly with the Austrian companies register as of today (24 September 2024).

Today, ams OSRAM publishes the timetable of the envisaged reverse share split:

• 27 September 2024: last trading day of the old shares (ISIN: AT0000A18XM4) on SIX Swiss Exchange
• 30 September 2024: first trading day of the new shares (ISIN: AT0000A3EPA4) on SIX Swiss Exchange (ex-date)

Through the reverse share split, 10 existing no-par value bearer shares will be merged into 1 no-par value bearer share. This results in the Company’s share capital of EUR 998,443,940 being divided into 99,844,394 bearer shares.

The reverse split of shares may result in fractions of new shares. This is the case if shareholders hold a number of ams OSRAM shares that is not divisible by 10 (or a multiple thereof) on 27 September 2024 after close of trading. Fractions are rounded down and shareholders will receive cash compensation (in CHF) for their fractions in ams OSRAM. The fractional compensation will be financed by the sale of excess shares by the custodian banks. The respective compensation amount will be based on the market price of new shares and the actual achieved sale price at that time.

The new shares issued following the reverse share split will have a new International Securities Identification Number (ISIN) while the existing shares held prior to the reverse share split will be cancelled.

ams OSRAM shareholders will be informed of the implementation of the reverse share split by their custodian bank. Further information regarding the reverse share split can be found in the Q&A published on ams OSRAM website (link).

 

Important notice: 

This press release is for informational purposes only and does not constitute an offer to sell nor a solicitation to buy securities.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, Australia or Japan, or any other jurisdiction in which, or to any person to whom, such offer or solicitation may be unlawful. Any failure to comply with these restrictions may constitute a violation of United States of America, Australian, Japanese or other applicable securities laws.

The new shares of ams OSRAM have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state of the United States of America and may not be offered or sold within the United States of America except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. There has not been a public offering of shares in the United States of America.

This announcement is not a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (the “FinSA”) and does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the FinSA.

This announcement may contain statements about ams OSRAM (the “Company,” and together with its subsidiaries, the “Group”) 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 to 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 20,000 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 EUR 3.6 billion revenues in 2023 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.  

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