TU-TESL

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A few days ago, OSRAM, the German lighting group, announced that it had reached a comprehensive business merger agreement with AMS, the Austrian semiconductor company, and suggested that its shareholders accept the current offer to settle the long-standing merger and acquisition deal. According to the business combination agreement reached by both parties, if it is reached, OSRAM's employees will enjoy layoff protection for about 3 years, and try to protect the existing working environment of all business departments. In addition, Ames clearly supports OSRAM's photoelectric development strategy, and OSRAM brand will also appear in the company name of the new group. Photo source: after OSRAM OSRAM and Ames reached a business merger agreement, the board of supervisors and the Executive Board recommended the offer to the shareholders of OSRAM. In the reason opinion, the board of directors proposed that the cash offer of 41 euros per share is an appropriate valuation reflecting the value of the company, but the shareholders must accept the offer before December 5, 2019. As we all know, in recent years, the global economy has been weak, the general lighting and mobile phone markets have continued to decline, OSRAM's inventory in China and other places is high, and OSRAM has successively issued six earnings decline warnings. Therefore, in February this year, OSRAM decided to sell to the outside world and disclosed the information that Bain Capital and Carlyle Group intend to merge. On July 5, Bain Capital and Carlyle Group formally put forward a public tender offer to OSRAM at a price of 35 euros per share in cash. However, on the 10th day when Bain Capital and Carlyle Group formally put forward a public tender offer to OSRAM, that is, July 15, Ames officially announced that it was participating in a long "tug of war", and the price of 38.5 euros per share disturbed the original 35 euros per share tender offer of Bain Capital and Carlyle Group. According to the data, the current market value of Ames is about 3 billion euros, while OSRAM's valuation is more than 3.2 billion euros. The capital source of this merger and acquisition is mainly through temporary 4.2 billion euros bridge loan arrangement and capital increase plan, which is the important reason why the initial negotiation failed. "There is a need to ensure strategic attractiveness and significant opportunities for value enhancement in M & A transactions; however, after assessing recent developments, Ames believes that there is no sufficient basis to continue the acquisition negotiations with OSRAM." In July, Ames said in a statement. Obviously, this matter has not come to an end. On July 23, Ames announced that it had decided to reassess the potential deal to acquire OSRAM and offered a high price of 4.3 billion euros. On August 11, Ames made the offer to OSRAM, followed by a formal offer on September 3. On September 16, OSRAM officially revealed in a notice that the balance began to tilt towards Ames. If this is the end of the story, it may not be much twists and turns. On September 25, OSRAM again received a new offer from Bain Capital and Carlyle Group, i.e. 38.5 euros per share, which can help OSRAM to provide better strategy and growth prospects than that of Amis. It was inspired by competitors that Ames made another offer of 4.6 billion euros on October 18 to buy all of OSRAM's shares for 41 euros each. At this point, Bain Capital and Carlyle Group announced that they would abandon the acquisition offer, but would pay close attention to further development. Until November 12, OSRAM's latest announcement confirmed that the merger and acquisition transaction may be settled. Of course, this does not exclude the veto from shareholders. Unlike Evergrande holding hands with many mainstream parts suppliers in the world recently, if nothing happens to Amis's operation this time, it may be another example of success in the history of merger and acquisition of parts enterprises. Previously, in the financial year ended September, OSRAM announced that the company's turnover decreased by 13.1% to 3.5 billion euros, and adjusted EBITDA was 307 million euros, corresponding to a profit margin of 8.9%. In the announcement, OSRAM also disclosed some preliminary surplus figures in the fourth quarter, i.e. revenue decreased by 5.3% to 924 million euros, and after tax loss of the quarter turned to 203 million euros. And in its view, global auto production will not recover in the short term. Given the market outlook, OSRAM has impaired the goodwill of OSRAM continental limited by EUR 171 million in accordance with applicable accounting standards. In response, OSRAM plans to cut costs by 220 million euros between 2017 and 2021 to tide over the difficulties. According to OSRAM, in the past fiscal year, its special expenditure amounted to EUR 131 million, mainly for personnel adjustment, merger related issues and further efficiency measures. Therefore, on the premise of deciding to sell the company, how to maximize the interests of the company and its employees, or the key point of OSRAM's whole M & a transaction, which may be the main reason for the "heart" of the management of OSRAM won by Ames. According to the data, as early as the second offer of Ames, it was proposed that once the acquisition is successful, Munich will become the global joint headquarters, the existing company name and brand of OSRAM will remain unchanged, and the employees of OSRAM will enjoy layoff protection before 2022. That is to say, OSRAM can survive for a hundred years. Therefore, in an interview with the media, OSRAM CFO INGO bank said that the acquisition agreement of Amis appeared to be "very sincere". For OSRAM and Ames, transformation is the most critical thing in the global environment. The former has made it clear that it wants to transform into a high-tech semiconductor based optoelectronic enterprise, while the latter has made it the ultimate goal to become a global leading supplier in the field of sensing and optoelectronics. The two have different directions, but they have the same destination. For the future, the automobile business will be the focus of Ames development, and the business share will also be increased from the current 10% to 35% - 40%. If the M & A is successful, Ames has said that it and OSRAM will have synergies in the company's intelligence, it and R & D projects, bringing an expected annual synergy of 300 million euros, i.e. an annual revenue of 5 billion euros. As berlien, OSRAM's chief executive, put it, "we had an eventful autumn. Next, we will firmly transform to high-tech optoelectronics companies. " The combination of the two strong will form a stronger future.