LONDON – Analog IC chipmaker Austriamicrosystems AG (Unterpremstaetten, Austria) has agreed to buy Texas Advanced Optoelectronic Solutions Inc., a maker of light, proximity and color sensors, for approximately $320 million or about 225 million euros.
TAOS (Plano, Texas) provides sensors to manufacturers of smartphones, tablet, notebook and desktop computers and HDTVs. For fiscal year 2010, TAOS recorded revenues of $81 million, more than doubling its revenue in 2009 of $40 million, and an operating profit margin exceeding 30 percent. For 2011, TAOS expects further significant revenue growth. Taos has had close relationship for several years as a customer of Austriamicrosystems' foundry business.
About 50 percent of the payment will be in the cash with the remainder of the consideration composed of new Austriamicrosystems shares against a contribution in kind of TAOS shares including customary lock up clauses. These include a selling prohibition for the first six months and selling restrictions for up to 24 months after closing of the transaction.
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.
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 $10 million, or approximately 7 million euro, may occur.
Austriamicrosystems plans to issue approximately 2.7 million new shares. All the new Austriamicrosystems shares will be privately placed with an entity owned by certain TAOS shareholders pursuant to the acquisition agreements.
"Acquiring TAOS results in a complementary expansion of our existing innovative sensor portfolio for mobile devices and considerable growth of our Consumer and 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," said John Heugle, CEO of Austriamicrosystems, in a statement.
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