austriamicrosystems AG

EANS-Adhoc: austriamicrosystems AG
austriamicrosystems acquires US-based Texas Advanced Optoelectronic Solutions, Inc., a leading global supplier of ambient light and proximity sensors and light sensor industry pioneer


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  ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
  distribution. The issuer is solely responsible for the content of this
  announcement.
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16.06.2011

Unterpremstaetten, Austria (June 16, 2011) — austriamicrosystems AG (SIX: AMS),
a leading global designer and manufacturer of high performance analog ICs
(integrated circuits) for the consumer, communications, industrial, medical and
automotive markets, has entered into an agreement with Texas Advanced
Optoelectronic Solutions, Inc. ("TAOS"), headquartered in Plano, Texas (USA), to
acquire 100% of the shares in TAOS. The transaction is expected to close within
the next eight weeks subject to certain regulatory approvals and the occurrence
of certain conditions defined in the agreements with the sellers of the TAOS
shares. 

TAOS is recognized globally as an established innovator in light sensing
technology and is a leading worldwide supplier of light sensing solutions to the
consumer electronics, computer, industrial, medical and automotive markets.
TAOS´ industry-leading display management solutions including ambient light
sensors, proximity sensors and color sensors have established the company as the
sensor supplier of choice to many Fortune 100 global manufacturers of
smartphones, tablet PCs, HDTVs, laptops/notebooks and desktop/all-in-one (AIO)
computers. In each of these markets, TAOS has established a strong market
position and attractive customer relationships including major smartphone
vendors. For fiscal year 2010, TAOS recorded audited revenues of USD 81 million
(2009: USD 40 million) and an operating profit margin exceeding 30%. For 2011,
TAOS expects further significant revenue growth based on currently available
information. TAOS has had a close relationship with austriamicrosystems for
several years as a customer of austriamicrosystems´ foundry business.

The consideration for the shares to be acquired will amount to approximately USD
320 million, or approximately EUR 220 million, and is payable as follows:
approximately 50% of the consideration in new austriamicrosystems shares against
contribution in kind of TAOS shares including customary lock-up clauses, i.e. a
selling prohibition for the first six months and selling restrictions for up to
24 months after closing of the transaction, and approximately 50% of the
consideration in cash. Depending on the achievement of certain revenue criteria
by TAOS in 2011, an increase of the purchase consideration for the sellers of
the TAOS shares of up to a maximum of USD 10 million, or approximately EUR 7
million, may occur. austriamicrosystems expects the transaction to be accretive
to austriamicrosystems´ EPS (earnings per share) from the third quarter 2011
onwards. 

In accordance with a framework resolution to be taken by austriamicrosystems'
Management Board approximately 2.7 million new austriamicrosystems no-par value
bearer shares shall be issued against a contribution in kind of up to 5.9
million TAOS shares for an issue price (Ausgabepreis) of USD 55.39 which is
approximately CHF 46.60 (approx. EUR 37.98) per new share (one new
austriamicrosystems share for every 2.17 TAOS shares) by way of a capital
increase out of existing authorized capital. The subscription rights of
austriamicrosystems' shareholders are excluded. All new austriamicrosystems
shares will be privately placed with an entity owned by certain TAOS
shareholders pursuant to the acquisition agreements. The new shares will not and
may not be publicly offered. Application has been made for the new
austriamicrosystems shares to be listed and admitted to trading on the SIX Swiss
Exchange according to the Main Standard. The exact number of
austriamicrosystems' shares to be newly issued will be determined prior to the
closing of the transaction. austriamicrosystems will inform the public of
further developments with regard to the transaction in-line with the
requirements of the SIX Swiss Exchange publicity rules. 

"Acquiring TAOS results in a complementary expansion of our existing innovative
sensor portfolio for mobile devices and considerable growth of our Consumer &
Communications business. TAOS holds a strong market position as a leading,
high-volume provider to many major makers of mobile consumer electronics
worldwide. The strategic combination of austriamicrosystems and TAOS creates a
significant provider of advanced sensor technologies for the attractive
smartphone and tablet PC markets", emphasizes John Heugle, CEO of
austriamicrosystems.

"Our display management and proximity detection solutions bring important
advantages to increasingly sophisticated devices like the latest generation of
mobile devices. Intelligent, integrated sensor devices are quickly becoming core
elements of mainstream consumer and communications devices and offer new
opportunities in emerging applications. We are excited to join forces with
austriamicrosystems leveraging the combined expertise of austriamicrosystems and
TAOS as a leader in advanced mobile device sensor technologies", adds Kirk
Laney, CEO of TAOS.

Conference call on Thursday, June 16, 2011 at 9.15 am CET / 8.15 am GMT
austriamicrosystems invites you to a conference call with a management
discussion of the transaction. Access numbers for the conference call are as
follows +41 (0)91 610 56 00 (Switzerland + Europe), +43 (0)1 25 302 14 02
(Austria), +44 (0)203 059 58 62 (UK), +49 (0)69 222 22 05 93 (Germany), +1 866
291 4166 (USA, toll-free). A recording of the conference call will be available
following the call until June 28, 2011 via the following access numbers +41
(0)91 612 4330 (Switzerland + Europe), +44 (0)207 108 6233 (UK), +1 866 416 2558
(USA, toll-free) with access code 12665#

Important Note
Not for release, publication or distribution in the USA, Canada, Australia and
Japan. This ad-hoc release is for information purposes only and does not
constitute an offer to sell or a solicitation of an offer to purchase
securities. In connection with this transaction there has not been, nor will
there be, any public offering of the shares of austriamicrosystems. The shares
have not been and shall not be registered under the U.S. Securities Act of 1933,
as amended, and may not be offered, sold or delivered within the USA or to U.S.
persons (as defined in regulation S under the U.S. Securities Act of 1933, in
the respective amended version) absent registration under or an applicable
exemption from the registration requirements of the United States securities
laws, or made public in publications with a general circulation in the USA. 
 
About austriamicrosystems
austriamicrosystems is a leading designer and manufacturer of high performance
analog ICs (integrated circuits), combining over 25 years of analog design
capabilities and system know-how with its own state-of-the-art manufacturing and
test facilities. austriamicrosystems leverages its expertise in low power and
high accuracy to provide industry-leading standard and customized analog
products. Operating worldwide with more than 1,100 employees,
austriamicrosystems focuses on the areas of power management, sensors & sensor
interfaces and mobile infotainment in its markets Consumer & Communications,
Industry & Medical and Automotive. austriamicrosystems is listed on the SIX
Swiss Exchange in Zurich (ticker: AMS). For more information, please visit
www.austriamicrosystems.com

About TAOS
With more than a decade of analog mixed-signal technology innovation and market
leadership, Texas Advanced Optoelectronic Solutions (TAOS), Inc. designs and
manufacturers digital and analog light-sensing solutions that deliver increased
system integration, design flexibility and functionality to a wide range of
products in the consumer, computer, industrial, medical and automotive markets.
Integrated ambient light sensing and proximity detection solutions enable
"Green" displays by reducing system power consumption. An expanding portfolio of
programmable analog and digital RGB color sensors provides accurate color
discrimination, determination and measurement. More information can be found at
www.taosinc.com


Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-5970
Fax: +43 3136 500-5420
Email: investor@austriamicrosystems.com

end of announcement                               euro adhoc 
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issuer:      austriamicrosystems AG
             Schloß Premstaetten 
             A-8141 Unterpremstaetten
phone:       +43 3136 500-0
FAX:         +43 3136 500-5420
mail:     investor@austriamicrosystems.com
WWW:      www.austriamicrosystems.com
sector:      Technology
ISIN:        AT0000920863
indexes:     
stockmarkets: official dealing: SIX Swiss Exchange 
language: English
 

 

 



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