Wolf Theiss advises sellers of Heptagon in mega-deal with AMS AG

The selling price for Heptagon amounts to approximately USD 570 million (base purchase price), which can rise by up to USD 285 million via an earnout, if relevant conditions are met. For the most part, the base purchase price will be paid in the form of shares in AMS and, to a lesser extent, in cash. In this context AMS will transfer approximately 5 million treasury shares and will issue approximately 11 million new shares from authorised capital that will then be listed for trading on the Zurich stock exchange. After completion of the transaction, the previous Heptagon owners will hold approximately a 20% stake in AMS. The previous owners of Heptagon are accordingly not only the sellers, but at the same time also the purchasers of AMS shares. Details about this transaction can be found in an announcement on the AMS website.

In the words of Michael Lind: “Properly reflecting the business agreement in the contractual documentation of the transaction presented a unique challenge in light of the innovative and complex transaction structure as well as the involvement of several jurisdictions. Ultimately, we were able to handle this in an impeccable manner – in particular thanks to the professional collaboration we had with our partner firms in Switzerland and Singapore.”

The Wolf Theiss team of advisers, under the leadership of Michael Lind (Partner, Corporate/M&A), included Anja Greiner (Associate, IP/IT), Elisabeth Strobl (Senior Associate, corporate law), Felix Breitwieser (Associate, corporate law and M&A), Partner Matthias Unterrieder and Associate Julia Morscher (both employment law), Sandra Spitzer (Associate, public law), Partner Peter Oberlechner and Senior Associate Stefan Weishaupt (both real estate law), Wolfram Schachinger (Consultant, public law), Markus Reinfeld (Associate, corporate law) as well as Partners Kurt Retter (public law) and Niklas Schmidt (tax law).

Heptagon Micro Optics Pte Ltd. designs, manufactures, and markets micro-optics systems for smart devices. It offers LED systems for various OEM products, including smartphone camera flash lenses and flashlights for video applications in low-light conditions. The company also provides LED modules as well as sensors such as miniaturised optical and optoelectronic sensors that are used in gesture recognition and sensing for gaming applications and imaging optics systems for mobile and smartphone cameras applications as well as for other camera applications, such as mobile video conferencing or medical equipment that requires tiny cameras. The company was founded in 1993 and is based in Singapore.

AMS develops and manufactures high performance analogue semiconductors that solve its customers’ most challenging problems with innovative solutions. Its products are aimed at applications which require extreme precision, accuracy, dynamic range, sensitivity, and ultra-low power consumption. AMS’ product range includes sensors, sensor interfaces, power management ICs and wireless ICs for customers in the consumer, industrial, medical, mobile communications and automotive markets. AMS is headquartered in Premstätten near Graz, Austria. Key research and development facilities are based in Austria, in Plano/Texas (USA), a centre of excellence in optical sensors, and in 16 other design centres worldwide. Employing around 2,100 people in over 20 countries, AMS operates direct sales offices in all major regions of the world. It has a network of channel partners around the globe, including its worldwide distribution partners DigiKey, Future Electronics and Mouser. AMS is listed on the SIX Swiss stock exchange.