austriamicrosystems acquires US-based Texas Advanced Optoelectronic Solutions, Inc.

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.

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 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.