* Osram: AMS offer is financially attractive
* Regards Bain and Carlyle's concept still as more viable
* Osram concerned about AMS's ability to repay debt
* AMS: received positive feedback on international roadshow
* AMS lowers acceptance threshold to 62.5%
(Adds AMS statement, Osram investors)
VIENNA, Sept 16 (Reuters) - German lighting group Osram
advised its shareholders on Monday to accept a 4.3
billion euro ($4.8 billion) takeover bid from AMS
and sell their shares to the Austrian sensor
specialist, saying the offer was economically attractive.
AMS launched its 38.50 euro per share offer for the company
earlier this month, beating a rival offer from private equity
investors Bain Capital and Carlyle Group by 10%.
"Osram's executive board and the majority of its supervisory
board recommend... that Osram shareholders accept the offer,"
the German group said in a statement.
Osram had initially backed the finance investors' offer, who
had agreed to maintain Osram as an independent company with its
current management and to support its strategic direction.
However, "the financial attractiveness of the (AMS) offer
was to be weighted higher than points of criticism."
AMS, best known for supplying Apple with sensors
for its latest iPhones, wants to focus a combined business
strongly on the auto industry and supply manufacturers with
sensors and lighting solutions for self-driving cars.
AMS said on Monday that feedback from investors on a global
roadshow had been positive.
"Based on extensive interaction with investors in Europe,
the U.S. and Asia, AMS sees strong support for its strategic
vision including Osram, which is reinforcing AMS' conviction for
the offer," the Austrian group said. Capitalising on the
positive momentum, it would lower the acceptance threshold of
its offer to 62.5% from the previous 70%.
The biggest Osram shareholders AMS aims to convince are
Allianz Global Investors with 9.4% of the stock, UBS
with 6.2% and Barclays with 5.5%, according to
latest filings.
Osram's supervisory board decision to recommend AMS's offer
was not unanimous. Employee representatives fear that AMS could
break up the company. Osram's management and supervisory board
are worried about the long-term business prospects.
AMS has to take on billions of debt to finance the takeover,
and Osram said paying off the funds could become difficult. AMS
depended largely on a group of key customers, and that entailed
the risk "that the financial situation of the combined group may
become very strained" if key customers switched to other
technological solutions or place less orders.
Osram also voiced doubts whether the Austrian sensor
specialist, whose number of staff is about a third of that of
the German group, will be able to stem such a complex takeover.
"There is a risk that AMS may not be able to successfully
organise the integration and to realise at the same time the
publicly announced synergies in the intended short period of
time," it said.
($1 = 0.9035 euros)
(Reporting by Kirsti Knolle; Editing by Daniel Wallis and
Louise Heavens)
Barclays (BARC)
