Osram Accepts $3.8 Billion Offer From Bain and Carlyle

(Bloomberg) -- Osram Licht AG’s supervisory and managing boards accepted a 3.4 billion euro ($3.8 billion) takeover bid from Bain Capital and Carlyle Group LP, ending the German lighting company’s relatively brief and at times contentious period as a standalone company.

Bain and Carlyle are offering 35 euros a share, 21% more than the stock’s close on Tuesday, amid reports about the latest offer. The price is still 15% lower than its peak this year in February. They’ve put a minimum acceptance level of 70% on the deal, excluding shares owned by Osram, and the acceptance period will run until early September. The stock rose 1.4% to 32.94 euros at the open of trading in Frankfurt.

“Bain and Carlyle bring a lot of experience and have a deep knowledge of the industry,” Ingo Bank, Osram’s chief financial officer, said in a Bloomberg TV interview on Friday. “They will help us build the portfolio.”

Bloomberg reported earlier Thursday that Osram’s supervisory board was poised to accept the offer.

After Siemens AG spun off the light bulb-making division in 2013, Osram Chief Executive Officer Olaf Berlien began to refocus on higher technology, sparking a bitter and public dispute over strategy. Bain and Carlyle’s purchase of Osram would add to the $51.6 billion in private equity buyouts of European companies announced this year, according to data compiled by Bloomberg.

Negotiations to buy Osram have moved slowly since they were first revealed in February. Funding has been a challenge as potential lenders raised concerns about future earnings forecasts for the company after Osram issued a string of profit warnings.

Osram’s earnings deterioration during negotiations had a big impact on the deal, and the bidders also had concerns about the impact of the U.S.-China trade war on business. Bain and Carlyle were able to push down the offer price, but also struggled to raise a significant amount of debt, people familiar with the matter said. In the end about 70% of the acquisition cost -- an unusually high proportion -- comes from equity, or cash contributed by the buyers, while the remainder will be borrowed money, the people said.

The offer is unlikely to include a so-called material adverse change clause, one of the people said, a provision that would allow the buyer to withdraw from the transaction if certain negative events like a fresh profit warning arise. The buyout firms declined to comment.

Osram suffered from a downturn in the automotive industry, yet there remain growth opportunities in that sector, including with autonomous vehicles and continued digital lighting, Bank said in the interview. Bain and Carlyle will be focused on margin improvement as well as growing the business, he added.

What Bloomberg Opinion Says

“It would require real guts to turn down what Bain and Carlyle are dangling. Osram was already in a weak state when news about the potential bid first emerged in November.”--Bloomberg Opinion columnist Chris Hughes

The German company has struggled since it was spun off from Siemens. Berlien shifted Osram’s focus to high-tech specialized lighting and LED chips, although he’s failed to get a handle on weakening market demand as European car sales drop. He has also tried to branch out into new areas to attract revenue such as through the purchase of horticultural lighting maker Fluence.

Bain and Carlyle support the company’s strategy, and the bid is “attractive to employees as a lot of the labor provisions will stay intact so, yes, we support the offer,” Bank said.

Osram now has the task of getting shareholders on board. Given the board’s acceptance of the offer came just last night, Bank said the company “doesn’t have much feedback” from shareholders yet, but expects the bid to receive “very good support” from investors.

The company is hoping to avoid the fate of other take-privates in Germany such as online classifieds operator Scout24 AG, where Blackstone Group LP and Hellman & Friedman in May failed to convince sufficient shareholders to sell amid pressure from hedge funds to boost the offer price.

AMS Interest

During negotiations with Bain and Carlyle, Austrian sensor manufacturer AMS AG made an informal approach about a potential takeover of Osram, according to people familiar with the matter. While there was some strategic fit to a deal, Osram decided against pursuing talks because of concerns about the feasibility of AMS to fund the transaction due to its size and debt levels, said the people.

A representative for AMS, which has a market value of $3.4 billion and counts Apple Inc. among its key clients, declined to comment.

Credit Suisse Group AG, Goldman Sachs Group Inc., JPMorgan Chase & Co., Macquarie Group Ltd. as well as Nomura Holdings Inc. were financial advisers to Bain and Carlyle. Perella Weinberg Partners LP worked with Osram.

(Adds info on offer, AMS interest and advisers from seventh paragraph.)

--With assistance from Andrew Noël.

To contact the reporters on this story: Eyk Henning in Frankfurt at ehenning1@bloomberg.net;Aaron Kirchfeld in London at akirchfeld@bloomberg.net;Sarah Syed in London at ssyed35@bloomberg.net

To contact the editors responsible for this story: Matthew G. Miller at mmiller144@bloomberg.net, Amy Thomson, Ben Scent

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