New Osram owner-to-be ams said Osram’s chief financial officer Ingo Bank will vacate his job to take on the same role at ams on May 1, as the two companies continue to spin their wheels in trying to find synergies between operations.
Bank will replace ams’ Michael Wachsler, who will remain on ams’ management board until May 31, and who could return to ams as part of its supervisory board in 2022.
The ams announcement made no mention of Osram CEO Olaf Berlien. But in a separate statement, Osram said Berlien “will also head the finance department on a temporary basis after Bank’s departure.”
The implication is that Berlien will continue to head Osram, which will operate as a separate entity owned by ams.
Osram and ams made their announcements late on Friday, after stock markets closed.
AMS, a sensor company based in Premstaetten, Austria, acquired Osram in early December after a fraught process that began with an earlier unsuccessful takeover attempt starting last summer.
The acquisition still faces European regulatory approval, which ams and Osram hope to receive in the second quarter.
The two companies have been hampered in their efforts to combine operations and eliminate duplicate operations because ams was unable to acquire a large enough share of Osram to enable the two outfits to legally share detailed information under German law.
In an effort to overcome that obstacle, ams will ask for approval from Osram shareholders to regard the acquisition as a “domination agreement.” That approval would come at an extraordinary general meeting of Osram shareholders.
AMS would have automatically gained “domination” had it acquired 75% of Osram shares, but it mustered a total of 59.9%, enough to gain governing control of Munich-based Osram, but not “domination.” Without domination, Osram is barred from sharing information with ams unless it also offers it with other owners. Domination would also give ams control of Osram’s cash, which it does not currently have.
An ams spokesperson last month told LEDs Magazine that it is confident that the domination move will pass. A date for the vote has not yet been announced.
Until ams and Osram can more freely talk to each other, it’s unclear exactly how they will combine or eliminate certain operations. For example, last week ams announced new infrared facial recognition sensors using vertical cavity surface emitting laser (VCSEL) technology for use in smartphones. The VCSEL modules and the application cross over into similar products offered by Osram.
LEDs asked ams how it will square the similar product offerings from the two companies, but we have yet to receive a reply.
Similar overlaps will be common, especially as Osram redefines itself as more of a photonics company and less of a lighting operation.
Meanwhile, after ams CFO Wachsler leaves the company on May 31, his return would depend on ams corporate proceedings.
“As part of the supervisory board’s long-term succession planning, the supervisory board of ams intends to propose that Michael Wachsler be elected as member of the supervisory board in the annual general meeting 2022 following a two-year cooling-off period,” ams said.
MARK HALPER is a contributing editor for LEDs Magazine, and an energy, technology, and business journalist ([email protected]).
