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Voluntary Public Takeover Offer of Luz (C-BC) Bidco GmbH to the shareholders of OSRAM Licht AG

Disclaimer – Legal Notices

 

You have entered the website which Luz (C‑BC) Bidco GmbH has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of OSRAM Licht AG.

Shareholders of OSRAM Licht AG are kindly requested to thoroughly read and acknowledge the following legal notices before being allowed to access the website containing information and documents in connection with the voluntary public takeover offer.

On 4 July 2019, Luz (C‑BC) Bidco GmbH ("Bidder") published its decision to make an offer to the shareholders of OSRAM Licht AG to acquire all shares in OSRAM Licht AG by way of a voluntary public takeover offer (the "Offer").

On this website you will find the offer document published on 22 July 2019, which contains the terms and conditions of the Offer in detail, the publication of the decision to make the Offer pursuant to Sections 29 para. 1, 34, 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) dated 4 July 2019, the publications of announcements pursuant to Section 23 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG), as well as press releases and other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) approved the publication of the offer document on 22 July 2019. All information contained and documents made available on this website are for information purposes only and to comply with statutory provisions, in particular those contained in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) and the German Ordinance on the Contents of the Offer document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG‑Angebotsverordnung). The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be subject to review or registration proceedings of any securities regulator outside the Federal Republic of Germany, and has not been approved or recommended by any securities regulator.

Shareholders of OSRAM Licht AG whose place of residence, incorporation, or habitual abode is in the United States of America (the "United States") should note that the Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is being made in the United States in reliance on the Tier 2 exemption from certain requirements of the Exchange Act, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to the securities laws of the United States, such laws only apply to shareholders of OSRAM Licht AG whose place of residence, incorporation, or habitual abode is in the United States and no other person has any claims under such laws.

It may be difficult for shareholders of OSRAM Licht AG who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since OSRAM Licht AG is organized under the laws of the Federal Republic of Germany and registered at a commercial register (Handelsregister) maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant shareholder of OSRAM Licht AG. Shareholders of OSRAM Licht AG may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant shareholder of OSRAM Licht AG.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

Except for the offer document published on 22 July 2019, the information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in OSRAM Licht AG, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer may differ from the basic information contained on this website. The terms and conditions of the Offer are exclusively contained in the offer document published on 22 July 2019. Shareholders of OSRAM Licht AG are strongly recommended to thoroughly read the offer document published on 22 July 2019 and all information published and documents made available in connection with the Offer, since they contain important information. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.

I hereby confirm that I have read the above legal notices and information.