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A $4.2 Billion Bid to Crash a Private Equity Party Fails

Alex Webb
(Bloomberg Opinion) -- Just what is AMS AG up to?On Monday, the supplier to Apple Inc. made a short-lived, 3.7 billion-euro ($4.2 billion) effort to snatch Osram Licht AG from private equity firms Bain Capital and Carlyle Group LP, which had sewn up a lower-priced takeover of the German lighting-maker earlier this month.The abortive effort will underscore investor concerns about the company’s strategy under Chief Executive Officer Alexander Everke. The former NXP Semiconductors NV executive has spent billions of dollars trying to position AMS to capitalize on demand for new sensing technology used in the iPhone’s Face ID recognition system. But after his three years at the helm, the stock is trailing peers Finisar Corp. and Lumentum Holdings Inc.The flirtation with Osram was short and not particularly sweet. At 5:52 p.m. in London, Bloomberg News reported that AMS had made an offer for the Munich-based firm, some 11 days after Osram’s board accepted the private equity firms’ 3.4 billion-euro bid. Within 15 minutes, the target released a statement confirming it had received a non-binding offer from AMS. The company dismissed “the probability of this transaction materializing as rather low.” By midnight, AMS declared it was ending the takeover talks.Maybe the approach was an attempt to get a closer look at Osram’s books, or its 3-D sensing technology. If it was, then full credit to the lighting giant for calling Everke’s bluff, since financing for AMS’s bid wasn’t yet fully in place. While Osram said it would let the bidder perform due diligence, it was quick to emphasize that it could only do so under strict conditions.If it was a serious bid, then AMS shareholders have every right to feel bewildered. The target largely operates in the slowing automotive market, so would have hardly offset stagnating smartphone sales. Concern that the company may be more open to outsized and strategically questionable dealmaking than investors assumed helped to push the stock down by as much as 4.6% on Tuesday morning.Everke would have been asking for a lot of faith from investors to finance the deal. The company was planning to sell new stock – but would still have been left with net debt equivalent to about 27 times this year’s predicted free cash flow. This would have tried investor patience, which has already been sorely tested. AMS has spent $2 billion over three years buying companies and expanding production capacity to secure a dominant position supplying components for 3-D scanners in the latest generation of iPhones, only for sales of the handsets to promptly slow. AMS shares are 66% below their 2018 peak.In 2017, Everke predicted 2019 sales would exceed $2.7 billion, with an Ebit margin of at least 30%. After scrapping its dividend and year-ahead guidance figures in May, analysts now expect the company to report a 10% Ebit margin on sales of just $1.9 billion. Communication from management has been particularly poor, according to Hauck & Aufhaeuser Privatbank analyst Robin Brass.Everke’s short-lived move on Osram looks like a shot in the dark. If his big bet on smartphones isn’t paying off, he needs to shed some light on what his new strategy is.To contact the author of this story: Alex Webb at awebb25@bloomberg.netTo contact the editor responsible for this story: Edward Evans at eevans3@bloomberg.netThis column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.Alex Webb is a Bloomberg Opinion columnist covering Europe's technology, media and communications industries. He previously covered Apple and other technology companies for Bloomberg News in San Francisco.For more articles like this, please visit us at bloomberg.com/opinion©2019 Bloomberg L.P.

(Bloomberg Opinion) -- Just what is AMS AG up to?

On Monday, the supplier to Apple Inc. made a short-lived, 3.7 billion-euro ($4.2 billion) effort to snatch Osram Licht AG from private equity firms Bain Capital and Carlyle Group LP, which had sewn up a lower-priced takeover of the German lighting-maker earlier this month.

The abortive effort will underscore investor concerns about the company’s strategy under Chief Executive Officer Alexander Everke. The former NXP Semiconductors NV executive has spent billions of dollars trying to position AMS to capitalize on demand for new sensing technology used in the iPhone’s Face ID recognition system. But after his three years at the helm, the stock is trailing peers Finisar Corp. and Lumentum Holdings Inc.

The flirtation with Osram was short and not particularly sweet. At 5:52 p.m. in London, Bloomberg News reported that AMS had made an offer for the Munich-based firm, some 11 days after Osram’s board accepted the private equity firms’ 3.4 billion-euro bid. Within 15 minutes, the target released a statement confirming it had received a non-binding offer from AMS. The company dismissed “the probability of this transaction materializing as rather low.” By midnight, AMS declared it was ending the takeover talks.

Maybe the approach was an attempt to get a closer look at Osram’s books, or its 3-D sensing technology. If it was, then full credit to the lighting giant for calling Everke’s bluff, since financing for AMS’s bid wasn’t yet fully in place. While Osram said it would let the bidder perform due diligence, it was quick to emphasize that it could only do so under strict conditions.

If it was a serious bid, then AMS shareholders have every right to feel bewildered. The target largely operates in the slowing automotive market, so would have hardly offset stagnating smartphone sales. Concern that the company may be more open to outsized and strategically questionable dealmaking than investors assumed helped to push the stock down by as much as 4.6% on Tuesday morning.

Everke would have been asking for a lot of faith from investors to finance the deal. The company was planning to sell new stock – but would still have been left with net debt equivalent to about 27 times this year’s predicted free cash flow. This would have tried investor patience, which has already been sorely tested. AMS has spent $2 billion over three years buying companies and expanding production capacity to secure a dominant position supplying components for 3-D scanners in the latest generation of iPhones, only for sales of the handsets to promptly slow. AMS shares are 66% below their 2018 peak.

In 2017, Everke predicted 2019 sales would exceed $2.7 billion, with an Ebit margin of at least 30%. After scrapping its dividend and year-ahead guidance figures in May, analysts now expect the company to report a 10% Ebit margin on sales of just $1.9 billion. Communication from management has been particularly poor, according to Hauck & Aufhaeuser Privatbank analyst Robin Brass.

Everke’s short-lived move on Osram looks like a shot in the dark. If his big bet on smartphones isn’t paying off, he needs to shed some light on what his new strategy is.

To contact the author of this story: Alex Webb at awebb25@bloomberg.net

To contact the editor responsible for this story: Edward Evans at eevans3@bloomberg.net

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Alex Webb is a Bloomberg Opinion columnist covering Europe's technology, media and communications industries. He previously covered Apple and other technology companies for Bloomberg News in San Francisco.

For more articles like this, please visit us at bloomberg.com/opinion

©2019 Bloomberg L.P.