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 (1)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.
Join ams OSRAM social media channels: (2)>Twitter (3)>LinkedIn
(4)>Facebook (5)>YouTube
For further information
Investor Relations Media Relations
ams-OSRAM AG ams-OSRAM AG
Dr Juergen Rebel Bernd Hops
Senior Vice President Senior Vice President
Investor Relations Corporate Communications
T: +43 3136 500-0 T: +43 3136 500-0
(6)investor@ams-osram.com (7)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
══════════════════════════════════════════════════════════════════════════
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
End of Announcement EQS News Service
2173188 23-Jul-2025 CET/CEST
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