In This Article:
* AMS ready to pay 38.50 euros per Osram share
* Bain and Carlyle had bid 35 euros per share
* Osram to consider bid
* Osram shares jump 10%
* AMS falls 12% (Updates with Osram statement)
By Kirsti Knolle
VIENNA, Aug 12 (Reuters) - Osram said on Monday it would consider a takeover by Austrian sensor maker AMS that trumps a competing bid by Bain and Carlyle with a cash offer valuing the German lighting group at 4.3 billion euros ($4.8 billion).
AMS said it could create a global heavyweight in sensors and photonics with the acquisition of Osram, a leader in automotive lighting technology whose share price has been depressed by profit warnings, doubts over its strategy and a weak car market.
Osram called AMS's financing plan "binding and viable". It added that a stable environment for its high-tech transformation was important, as well as the protection of company employees.
The offer would beat Bain Capital and Carlyle's 4 billion-euro bid that had been recommended by Osram's boards but slammed as too low by its biggest shareholder Allianz Global Investors.
AMS is keen to diversify into sensors for self-driving cars as it works to reduce its dependence on Apple, which analysts estimate accounts for around 40% of revenue.
"The transaction is strategically compelling as it creates the global leader in sensor solutions and photonics for consumer as well as automotive, industrial and medical applications," said AMS Chief Executive Alexander Everke.
"Together we will command the broadest portfolio of optical sensing and photonics in the industry," he said on a conference call on Monday.
Osram's shares jumped by as much as 12% earlier in the day, briefly surpassing Bain and Carlyle's offer of 35 euros a share but remaining below AMS's offer of 38.50 euros. They closed up 10.4% at 34.95 euros.
Shares in Swiss-listed AMS fell 11.8%, with Vontobel analysts saying the transaction would raise AMS's risk profile and value creation would be highly dependent on synergies, which AMS expects to exceed 300 million euros a year.
AMS's planned bid is backed by a 4.2 billion-euro bridge loan facility underwritten by UBS and HSBC, which AMS plans to refinance by issuing debt and equity, including raising 1.5 billion euros of new equity.
A spokesman for Bain and Carlyle declined to comment.
INVESTOR UNEASE
AMS previously showed interest in Osram in June, signing a confidentiality agreement in order to gain access for due diligence. That included a clause under which AMS would not make another takeover attempt on Osram within 12 months. Back then, AMS did not make an offer, backpedalling within days as it did not have sufficient financing.