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RNS - EQS-Adhoc: ams-OSRAM AG: ams OSRAM placed €500m 2029 senior notes to pre-finance OSRAM minority put option exercises and buy back €150m 2027 convertible bonds, and announces solid preliminary Q2 re...

Company: AMS OSRAM AG Date: 2025-07-23 Language: English Register to download
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Ad hoc announcement pursuant to Art. 53 LR 

EQS-Ad-hoc: ams-OSRAM AG / Key word(s): Bond  

ams-OSRAM AG: ams OSRAM placed €500m 2029 senior notes to pre-finance OSRAM minority put option exercises and buy back €150m 2027 convertible bonds, and announces solid preliminary Q2 results  

  

23-Jul-2025 / 07:15 CET/CEST  

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by EQS News - a service of EQS Group.  

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

  

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**ams OSRAM placed €500 million 2029 senior notes to pre-finance OSRAM minority put option exercises and buy back €150m 2027 convertible bonds, and announces solid preliminary Q2 results**

-   Private placement of additional 10.5% EUR 200m and additional 12.25% USD 350m in principal amounts of senior notes, due 2029
-   Approx. EUR 350m (equivalent) of the aggregate amount earmarked primarily for long-term prefinancing of potential OSRAM minority put option bulk exercises
-   Approx. EUR 150m (equivalent) of the aggregate amount earmarked primarily for partial re-purchase offers of outstanding 2027 convertible notes, subject to market conditions
-   Q2/25 (prelim.): revenues EUR 775m, 18.8% adj. EBITDA margin, at the mid-point of the guidance
-   Q2/25 (prelim.): FCF (including net-interest paid) slightly negative at minus EUR 14m
-   H1/25: Semiconductor new business design-wins on track with approx. EUR 2.5bn in H1/25
-   Q3/25: revenues EUR 790m – 890m, 19.5% +/-1.5% adj. EBITDA, at EUR/USD 1.16 expected
-   FY25: outlook for improved profitability and free cash flow above EUR 100m re-confirmed

**Premstaetten, Austria, and Munich, Germany (23 July 2025) -- ams OSRAM placed €500m 2029 senior notes to pre-finance OSRAM minority put option exercises and buy back €150m 2027 convertible bonds, and announces solid preliminary Q2 results**

*“In line with our well progressing deleveraging plan, we are also thinking ahead when it comes to a final resolution of the appraisal proceeding concerning the fair compensation for OSRAM minority shareholders. We privately placed additional EUR and USD senior notes due in 2029 to pre-finance potential bulk tendering of outstanding OSRAM minority shares”* , said Rainer Irle, CFO of ams OSRAM.

ams OSRAM successfully placed with certain investors an aggregate amount of approx. EUR 500 million (equivalent) of its EUR and USD senior unsecured notes, due in 2029. The additional EUR 200 million 10.5% senior notes priced at EUR 104.00. The additional USD 350 million 12.25% senior notes priced at USD 104.75.

The company intends to use approx. EUR 350m (equivalent) of the proceeds from the private placement of its senior notes primarily to pre-finance potential OSRAM minority shareholders’ put option bulk exercises taking advantage of the currently favorable market conditions. Put options of remaining OSRAM minority shareholders will expire two months after the publication of the final decision in the appraisal proceeding. The company expects bulk exercises of these put options upon the final court decision, as customary in such situations. EUR 50 million will be used to repay a temporary drawdown under the Revolving Credit Facility (RCF) used in Q2/25 for covering most of the H1/25 OSRAM put option exercises. The RCF is primarily in place to cover temporarily such put option exercises.

The balance proceeds of approx. EUR 150m (equivalent) of the additional senior notes that will not be used for pre-financing OSRAM minority shareholders’ put option exercises are earmarked for potential repurchase offers of the outstanding 2027 convertible bonds – subject to market conditions.

The private placement is expected to close, and the additional senior notes are expected to be issued on or around 29 July 2025, subject to customary conditions precedent for similar transactions.

**Preliminary Q2 results**

In line with the private placement of EUR and USD senior notes due 2029, ams OSRAM also pre-announces preliminary and unaudited key performance figures of its second quarter financials.

*Group revenues*

The Group recorded revenues of EUR 775 million in Q2/25, at the midpoint of the guided range of EUR 725 – 825 million. The weaker USD had a negative effect of approx. EUR 35m on revenue compared to the previous quarter. 

*Group adj. EBITDA*

Adjusted EBITDA *(adjusted earnings before interest, taxes, depreciation, and amortization)* for Q2/25 came in at EUR 145 million, i.e. at 18.8% adj. EBITDA margin slightly above the midpoint of the guided range of 18.5% +/-1.5%.

*Free cash flow*

Free cash flow – defined as operating cash flow including net interest paid minus cash flow from CAPEX plus proceeds from divestments – came in slightly negative in Q2/25 standing at EUR -14 million but improved compared to Q1/25.

**Preliminary third quarter 2025 Outlook**

*Group revenues*

The Group expects third quarter revenues to land in a range of EUR 790 – 890 million assuming a EUR/USD exchange rate of 1.16. The impact of the weaker USD on revenues compared to the start of the year is of the order of mid-double digit million Euro.

*Group adj. EBITDA*

The company expects adj. EBITDA for Q3/25 to improve quarter-over-quarter to 19.5% +/-1.5% on the back of increasing revenues and seamless execution ahead of plan of its ‘Re-establish the Base’ strategic efficiency program.

*Free cash flow – FY 2025*

For the full fiscal year, the company continues to expect positive free cash flow (incl. net interest paid) exceeding EUR 100 million.

**Important notice:**

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the additional EUR 200 million 10.5% senior notes due 2029 and additional USD 350 million 12.25% senior notes due 2029 or any other securities (collectively, the “Securities”), nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Securities have not been and will not be registered under the U.S. Securities Act of 1933 ("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 or to, or for the account or benefit of U.S. persons (as defined in Regulation S) or any persons. except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of Securities in the United States of America. The Securities will be offered in a private offering exempt from the registration requirements of the Securities Act and will accordingly be offered only to non- U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

European Economic Area (“EEA”) - This announcement 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 European Prospectus Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”). The issuance and sale of the Securities will be made pursuant to an exemption under the EU Prospectus Regulation, from the requirement to publish a prospectus for offers of securities.

EEA Manufacturer target market (MIFID II product governance) for the Notes is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) has been prepared as it will not be made available to retail investors in EEA.

United Kingdom (“UK”) - This announcement does not constitute and shall not, in any circumstances, constitute an offering to any retail investor in the UK. The issue and sale of the Securities will be made pursuant to an exemption under Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) and the Financial Services and Markets Act 2000 (“FSMA”), from the requirement to publish a prospectus for offers of securities.

UK Manufacturer target market (UK MiFIR product governance) for the Securities is eligible counterparties and professional clients only (all distribution channels). No UK PRIIPs key information document (KID) has been prepared as it will not be made available to retail investors in UK.

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. The Securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.

The investments to which this announcement relates are directed at, only non-U.S. persons who are located outside the United States in accordance with Regulation S under the United States Securities Act and (a) if located in a Member State of the EEA, persons who are qualified investors (as defined in the EU Prospectus Regulation); (b) if located in the UK, (i) persons who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (iii) persons to whom an invitation or inducement to engage in an investment activity within the meaning of Section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated, (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Persons distributing this announcement must satisfy themselves that it is lawful to do so.

This announcement may contain statements about ams-OSRAM AG (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 innovative light and sensor solutions.

With more than 110 years of industry experience, we combine engineering excellence and global manufacturing with a passion for cutting-edge innovation. Our commitment to pushing the boundaries of illumination, visualization, and sensing enable transformative advancements in the automotive, industrial, medical, and consumer industries.

“Sense the power of light” – our success is based on the deep understanding of the potential of light and our distinct portfolio of both emitter and sensor technologies. About 19,700 employees worldwide focus on pioneering innovations alongside the societal megatrends of digitalization, smart living and sustainability. This is reflected in over 13,000 patents granted and applied. Headquartered in Premstaetten/Graz (Austria) with co-headquarters in Munich (Germany), the group achieved EUR 3.4 billion revenues in 2024 and is listed as ams-OSRAM AG on the SIX Swiss Exchange (ISIN: AT0000A3EPA4). 

Find out more about us on [https://ams-osram.com](https://app.schedulr.ch/trace/visit/d5aaba41-0ee3-4dad-b96e-a8ac71430dd1)   

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](https://app.schedulr.ch/trace/visit/59c2a0b5-4672-4ff2-bb5b-61a1be08401b)   [\>LinkedIn](https://app.schedulr.ch/trace/visit/b4adf66a-6061-4210-b6f0-b0ddcc7a89bc)   [\>Facebook](https://app.schedulr.ch/trace/visit/cbfba594-c74c-469e-9056-ffb98d933123)   [\>YouTube](https://app.schedulr.ch/trace/visit/97c02068-dc21-458f-9bb9-388a06d2f59b)  

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| **For further information** |     |
| **Investor Relations**  <br><br>**ams-OSRAM AG**  <br><br>**Dr Juergen Rebel**  <br><br>Senior Vice President  <br><br>Investor Relations  <br><br>T: +43 3136 500-0  <br><br>[investor@ams-osram.com](mailto:investor@ams-osram.com) | **Media Relations**  <br><br>**ams-OSRAM AG**  <br><br>**Bernd Hops**  <br><br>Senior Vice President  <br><br>Corporate Communications  <br><br>T: +43 3136 500-0  <br><br>[press@ams-osram.com](mailto:press@ams-osram.com) |
|     |     |     |

  

  

End of Inside Information  

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23-Jul-2025 CET/CEST News transmitted by EQS Group. www.eqs.com  

  

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|     |     |
| --- | --- |
| Language: | English |
| Company: | ams-OSRAM AG |
|     | Tobelbader Straße 30 |
|     | 8141 Premstaetten |
|     | Austria |
| Phone: | +43 3136 500-0 |
| E-mail: | investor@ams-osram.com |
| Internet: | https://ams-osram.com/ |
| ISIN: | AT0000A3EPA4 |
| WKN: | A118Z8 |
| Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock Exchange (Vienna MTF) |
| EQS News ID: | 2173188 |

  

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| --- | --- |
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| End of Announcement | EQS News Service |

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2173188  23-Jul-2025 CET/CEST