Herbst Kinsky, working alongside Switzerland's Schellenberg Wittmer and Singapore's WongPartnership firms, has advised AMS AG – a leading worldwide manufacturer of high performance sensor and analog solutions – on the acquisition of Heptagon Advanced Micro-Optics. The unnamed sellers – including a group of private investors (both PE and Venture Capital funds) and management and employees of Heptagon – were represented by Wolf Theiss
The transaction combines an upfront consideration in cash and shares with a substantial deferred earn-out consideration. The upfront consideration includes USD 64 million in cash from available funds, a capital increase of 15% of outstanding shares from authorized capital (excluding subscription rights) and shares from currently held treasury shares for a total value of the upfront consideration of approximately USD 570 million. The earn-out consideration will be contingent on future results of Heptagon’s business over fiscal year 2017 with a potential maximum value of USD 285 million.
AMS is listed on the SIX Swiss stock exchange and has its headquarter in Premstaetten near Graz, Austria. Key research and development facilities are based in Austria and in Plano/Texas (USA), a centre of excellence in optical sensors, and in sixteen other design centers worldwide. AMS employs around 2,100 people in over 20 countries and operates direct sales offices around the world. The group revenues in 2015 amounted to EUR 623.1 million.
Heptagon’s headquarters and manufacturing are based in Singapore and its R&D center is in Rueschlikon, Switzerland. The company has over 830 employees including around 120 engineers and 500 manufacturing staff. Heptagon commands an IP portfolio, primarily in optical packaging, including more than 250 patent families.
Herbst Kinsky's M&A Team was led by Partner Phillip Dubsky, supported by Attorneys Alina Regal and Sonja Hebenstreit and Associate Johannes Well.
AMS General Counsel Jann Siefken and Senior Legal Counsel Franz Fazekas led the company's in-house team.
The Wolf Theiss team was led by Partner Michael Link and included Partners Matthias Unterrieder, Peter Oberlechner, Kurt Retter, and Niklas Schmidt, Senior Associates Elisabeth Strohl and Stefan Weishaupt, Associates Anja Greiner, Felix Breitwieser, Julia Morscher, Sandra Spitzer, and Markus Reinfeld, and Consultant Wolfram Schachinger.
