029 Group SE

M&A Activity • Jul 4, 2019

News Details

Takeover Bids | 4 July 2019 22:20

Takeover Offer;

Target company: OSRAM Licht AG; Bidder: Luz (C-BC) BidCo GmbH

Dissemination of an announcement according to the German Securities

Acquisition and Takeover Act (WpÜG), transmitted by DGAP – a service of

EQS Group AG.

The bidder is solely responsible for the content of this announcement.

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Announcement of the decision to make a

voluntary public takeover offer (freiwilliges öffentliches

Übernahmeangebot)

pursuant to Section 10 paras. 1 and 3 in connection with Sections 29 para.

1 and 34 of the

German Securities Acquisition and Takeover Act

(Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Bidder:

Luz (C-BC) Bidco GmbH

c/o Kirkland & Ellis International LLP

Maximilianstr. 11

80539 Munich

Germany

registered with the commercial register of the local court of Munich,

Germany, under HRB 247053

Target:

OSRAM Licht AG

Marcel-Breuer-Str. 6

80807 Munich

Germany

registered with the commercial register of the local court of Munich,

Germany, under HRB 199675

WKN LED400 / ISIN DE000LED4000

On 4 July 2019, Luz (C-BC) Bidco GmbH (the ‘Bidder’), a holding company

jointly controlled by investment funds advised by or affiliated with Bain

Capital Private Equity and The Carlyle Group, has decided to make a

voluntary public takeover offer (freiwilliges öffentliches

Übernahmeangebot) to the shareholders of OSRAM Licht AG (the ‘Company’) for

the acquisition of all non-par value registered shares in the Company (ISIN

DE000LED4000), each share representing a proportionate amount of EUR 1 of

the share capital of the Company, (the ‘OSRAM Shares’) against payment of a

cash offer price of EUR 35.00 per OSRAM Share (the ‘Offer’). The Offer will

be subject to a minimum acceptance threshold of 70% of all OSRAM Shares

(excluding treasury shares), merger control clearances, and other customary

conditions.

Today, the Bidder with the Company entered into an investment agreement

regarding the principal terms and conditions of the Offer as well as the

mutual intentions and understandings with regard to the future

collaboration.

The offer document for the Offer (in the German language and a non-binding

English translation thereof) and other information relating to the Offer

will be published on the internet at https://www.luz-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an

offer to sell shares in the Company. 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 the publication of the offer document. Investors and holders of

shares in the Company are strongly advised to thoroughly read the offer

document and all other relevant documents regarding the Offer upon their

availability since they will contain important information.

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 agreement that is entered into as a result of

accepting 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.

Munich, 4 July 2019

Luz (C-BC) Bidco GmbH

End of WpÜG announcement

The 04.07.2019 DGAP Distribution Services include Regulatory Announcements,

Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Listed: Regulierter Markt in Frankfurt (Prime Standard), München;

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Exchange