Bain Capital Private Equity and The Carlyle Group announce intention to launch voluntary public takeover offer for OSRAM
- Highly attractive offer price of EUR 35.00 per share
- Offer presents 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
- Management and Supervisory Board of OSRAM fully support the Offer
- Offer is result of an extensive due diligence process and intense negotiations
- Offer subject to a minimum acceptance threshold of 70 percent of all OSRAM shares
Munich – 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 announced its decision to launch a voluntary public takeover offer to all shareholders of OSRAM Licht AG (“OSRAM” or the “Company”) for the acquisition of all outstanding OSRAM shares (the “Offer”).
OSRAM is a global lighting technology group, offering a wide portfolio of lighting and photonics products deployed in automotive, industry, mobile and infrastructure end market applications. Until early 2018, the Company benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. However, since then OSRAM has faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets in general has deteriorated significantly. In addition, parts of OSRAM’s business activities are exposed to declining end markets. Against this background, OSRAM’s Management Board has initiated a far-fetching longer-term transformation plan in November 2018.
The Investors have the clear intent to work with the Management Board of OSRAM to continue and accelerate that complex and extensive transformation plan, including ongoing reorganization measures. Furthermore, they intend to significantly invest in technologies with growth potential, which will lay the foundation for future organic growth of OSRAM. Accomplishing these goals will require considerable time, effort and investments. In order to sustainably achieve this, and also in light of the complex and cyclic businesses of OSRAM, the Investors believe that only private ownership without pressure and control from the market will provide the Management Board of OSRAM with an environment to execute necessary changes in the best interest of the Company and all its stakeholders.
The Investors offer OSRAM shareholders a consideration of EUR 35.00 in cash per OSRAM share, which represents a highly attractive 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. The value of the proposed Offer represents a total equity value of approximately EUR 3.4 billion and a total enterprise value of approximately EUR 4.0 billion of OSRAM. This equates to a multiple of 12.5-13x based on current adjusted EBITDA consensus forecasts of EUR 314 million for OSRAM for 2019 whereas historically, the Company has been valued with an average NTM multiple of 6-7x. In addition, the Investors are of the view that the current share price does not fully reflect the continued deterioration in OSRAM’s financial performance and the uncertainty about the Company’s overall future since 2018. Quite to the contrary, the Investors believe that the current share price was backed due to market speculation about a possible takeover and its significant media coverage since 2018. Based on their intense work and due diligence, the Investors are therefore convinced that the offer price of EUR 35.00 is a unique opportunity for OSRAM shareholders to realise a maximum immediate and certain value uplift for their OSRAM shares independent of the challenging outlook for the Company.
Completion 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.
Management and Supervisory Board of OSRAM fully support the Offer
The terms and conditions of the Offer are the results of an extensive due diligence process and intense negotiations and have become contractual in an investment agreement between Bain Capital, Carlyle and OSRAM. The investment agreement also details certain commitments by Bain Capital and Carlyle with regard to operations, material assets and employees of the Company, including existing works and collective bargaining agreements. The Investors intend to continue the constructive dialogue with OSRAM’s employees which forms an integral part of the Company’s culture. At the same time, the investment agreement also takes into account that the Company is operating in a highly challenging, volatile market environment which requires continued flexibility.
The Management and Supervisory Board of OSRAM fully support the Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees, and other stakeholders. Subject to a careful review of the Offer document and their fiduciary duties, they intend to recommend OSRAM shareholders to accept the Offer in their reasoned statement.
Dr. Michael Siefke, a Managing Director at Bain Capital Private Equity, said: “During the past 100 years OSRAM has firmly established itself as a leading lighting company, but it currently faces enormous operational and strategic challenges. It is in the midst of a complex and profound transformation and has to deal with significant economic headwinds. We believe Bain Capital and Carlyle are ideally positioned to support OSRAM in overcoming these challenges and to achieve sustainable business success, thus creating value for all stakeholders. The Company will benefit from our combined global network, deep industry knowledge and the comprehensive support we will bring to bear.”
Gregor Boehm, a Managing Director at The Carlyle Group, added: “Bain Capital and Carlyle believe in the long-term potential of OSRAM. We are prepared to support the Company over the long period of time it will take to master the comprehensive challenges it is facing. At this critical juncture in OSRAM’s strategic development, we are uniquely positioned as the right partners to assure a sustainably successful future for the Company and its stakeholders. Private ownership by Bain Capital and Carlyle will give OSRAM and its management the opportunity to focus on its transformation and strategy execution without distraction and ongoing pressures from the equity capital markets.”
For more than 30 years, each of Bain Capital and Carlyle have built strong track records of consistent value creation at their portfolio companies by focusing on growth and partnering with management. Both investment firms can also leverage and combine their extensive individual experiences across the industrial technology, semi-conductor and automotive sectors, having supported companies such as Sensata, NXP, Toshiba Memory, AZ Electronic Materials, Freescale Semiconductor, Axalta and Allison Transmission in accelerating growth and strengthening their market positions.
Further information about the Offer
Credit Suisse, Goldman Sachs, J.P. Morgan and Macquarie Group are lead financial advisors, and Kirkland & Ellis is legal advisor to Bain Capital and Carlyle.
The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the Offer will be published on the following website:
Hans G. Nagl
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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.
For more information, visit www.baincapitalprivateequity.com
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.
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 will be 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 will exclusively be 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.