ams OSRAM announces the results of its partial repurchase offer for its outstanding convertible bonds due 2027

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

ams OSRAM announces the results of its partial repurchase offer for its outstanding convertible bonds due 2027

Premstaetten, Austria, and Munich, Germany (19 January 2026) -- ams OSRAM (the “Company”) announces the results of the partial repurchase offer for the outstanding EUR 760 m convertible bonds due 2027 (ISIN: DE000A283WZ3) (the “Bonds”) up to a maximum amount of EUR 300m (the “Tender Offer”).

Following the end of the offer period on 16 January 2026 at 5:00 p.m. CET, the Company announces the results of the Tender Offer for its Bonds. The number of tendered Bonds under the Tender Offer is 1,999, corresponding to an aggregate principal amount of EUR 199,900,000.

The repurchase price was determined through a "Dutch Auction" and amounts to 96.00% of the principal amount per Bond tendered (equal to EUR 96,000 per Bond). The Company will also pay interest accrued on the purchased Bonds from and including the interest payment date of the Bonds immediately preceding the Settlement Date (as defined below) to but excluding the Settlement Date. The settlement is expected to occur on 21 January 2026 (the “Settlement Date”).

Following settlement of the Tender Offer, 5,601 Bonds, corresponding to an aggregate principal amount of EUR 560,100,000 will remain outstanding. The Bonds are listed and trade on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange (ISIN: DE000A283WZ3).

Important notice:

This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Tender Offer or for there to be such participation under applicable laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement or other information referred to herein comes are required by each of the Company and the dealer manager to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, (I) TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933) (A “U.S. PERSON”), (II) TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”), (III) INTO THE UNITED STATES, (IV) BY USE OF THE MAILS, OR BY ANY OTHER MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES, AND THE BONDS CANNOT BE TENDERED IN THE TENDER OFFER BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES OR FROM ANY U.S. PERSON OR (V) INTO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL.

This announcement is not an extension of a tender offer in the United States for securities of the Company. A tender offer for the sale of the Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any purported tender of Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of the Bonds participating in the Tender Offer will represent that (A) it is not a U.S. Person, and it is not located in the United States and it is not participating in such Tender Offer from the United States, or (B) it is acting on a non-discretionary basis for a principal that is not a U.S. Person, that is located outside the United States and that is not giving an order to participate in such Tender Offer from the United States.

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  

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.  

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