Herbst Kinsky, Schellenberg Wittmer and WongPartnership advised ams AG on the acquisition of Heptagon
Herbst Kinsky, Schellenberg Wittmer and WongPartnership advised ams AG – a leading worldwide manufacturer of high performance sensor and analog solutions – on the acquisition of Heptagon Advanced Micro-Optics. The transaction combines an upfront consideration in cash and shares with a substantial deferred earn-out consideration. The upfront consideration includes USD 64 m 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 approx. USD 570 m. 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 m.
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 centres worldwide. Employing around 2,100 people in over 20 countries, ams operates direct sales offices in all major regions of the world. The group revenues in 2015 amounted to EUR 623.1 m.
Heptagon’s headquarters and manufacturing are based in Singapore while its R&D center is in Rueschlikon, Switzerland. The company has over 830 employees including around 120 engineers and 500 manufacturing staff. Heptagon commands a very strong and protected IP portfolio, primarily in optical packaging, including more than 250 patent families.
General Counsel Dr. Jann Siefken and Senior Legal Counsel Dr. Franz Fazekas, MBL have led and coordinated the transaction for ams AG in-house. Herbst Kinsky´s M&A Team was led by Phillip Dubsky supported by Alina Regal (M&A), Johannes Well (M&A) and Sonja Hebenstreit (IP). Dr. Lorenzo Olgiati, Pascal Hubli (both M&A) and Dr. Philippe Borens (capital market) from Schellenberg Wittmer acted as local counsel for ams AG regrading Swiss law. Milton Toon, Chun Kiat Loh and their team from WongPartnership acted as counsel regarding Singapore law.