austriamicrosystems, a manufacturer of analog ICs, has entered into an agreement with Texas Advanced Optoelectronic Solutions (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. TAOS is a worldwide supplier of light sensing solutions to the consumer electronics, computer, industrial, medical and automotive markets.
TAOS develops display management solutions including ambient light sensors, proximity sensors and color sensors. For fiscal year 2010, TAOS recorded audited revenues of USD 81 million (2009: USD 40 million) and an operating profit margin exceeding 30%. 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.