Ams could dominate Osram soon

Austrian sensor maker ams has been putting its stamp on Osram since acquiring the German lighting and photonics company in July, but it has not managed yet to finally nail the official “domination” status that it has worked hard at attaining. That could change soon, according to both parties, a development that would ease the job of incoming Osram CEO Ingo Bank, an ams appointee who reports for his first day on Monday.

We won’t rewind the long saga of ams’ acquisition of Osram, except to repeat that even after the acquisition, ams’ ability to fully integrate Osram operations and to access Osram’s cash has been hampered by the absence of domination status under German law. A domination acquisition is formally known in Germany as a domination and profit and loss transfer agreement.

After several attempts, ams made a giant stride toward domination when Osram shareholders approved it in November.

However, shareholder approval was not the last step. As Osram noted in November, domination “must first be entered in the Munich commercial register,” something it expected to happen “in early 2021,” LEDs Magazine reported at the time.

With Mar. 1 now approaching — the day that Bank replaces outgoing Osram CEO Olaf Berlien — domination is looking more certain than ever, but is still not a done deal.

“Osram Licht AG has informed ams today that the domination and profit and loss transfer agreement between Osram Licht AG and ams Offer GmbH, a wholly-owned subsidiary of ams, can be registered and will thus become effective in the near future,” Premstaetten, Austria-based ams said on Tuesday. “Ams will announce the actual registration of the domination and profit and loss transfer agreement separately.”

Departing Osram CEO Berlien provided a similar update during his farewell speech at the company’s annual general meeting, held virtually in German on Tuesday.

In a written English-language translation provided by Osram, Berlien indicated that ams and Osram have overcome what he called “objections” to the agreement. “The agreement can now shortly be entered in the commercial register and therefore come into effect,” Berlien said.

One source told LEDs that the registration depends on the speed of court proceedings.

Meanwhile, as LEDs has reported, ams has wasted no time in making its presence felt as it emphasizes the photonics and chip side of Osram over general lighting and Internet lighting, in line with its own identity as a chip company. Short of domination, ams has still managed to install new members on the supervisory board and to make management changes, including the departures of Berlien and chief technology officer Stefan Kampmann.

Ams also looks likely to divest certain digital lighting operations, a process that has begun with the sale of a Bulgarian factory that makes components for Osram’s Digital Systems unit, a group that is up for sale and that provides things like ballasts and power supplies.

At the same time, Osram is investing in chip-level operations, including mini LEDs.

In another move reflecting ams’ chip focus, at this week’s annual meeting it added an executive from Intel Germany, Christin Eisenschmid, to the Osram supervisory board.

Outgoing CEO Berlien, who in recent years has guided Osram toward a stronger-than-ever photonics focus, expressed optimism for the ams Osram combination.

“Together, as partners, we can become the uncontested leader in optical solutions,” he said in the prepared English language remarks.

New CEO Bank had been Osram’s chief financial officer until leaving for the same position at ams last spring. Osram said that Bank will continue as CFO of ams, even as he takes on the role of Osram CEO.

MARK HALPER is a contributing editor for LEDs Magazine, and an energy, technology, and business journalist ([email protected]).

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