EANS-Adhoc: ams AG ams proposes revised shares-only earn-out structure to
former Heptagon shareholders to reflect higher-than-expected capital expenditure
requirements
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Disclosed inside information pursuant to article 17 Market Abuse Regulation
(MAR) transmitted by euro adhoc with the aim of a Europe-wide distribution.
The issuer is responsible for the content of this announcement.
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Proposal replaces cash/share combination with revised shares-only distribution
contingent on approval threshold
No Keyword
20.02.2018
Premstaetten - Premstaetten, Austria (20 February 2018) -- ams AG (SIX: AMS), a
leading worldwide supplier of high performance sensor solutions, has proposed a
revised earn-out structure to the former shareholders of Heptagon reflecting
higher-than-expected capital expenditures and other costs which were required
for Heptagon's business to realize its 2017 revenue pipeline.
To ensure Heptagon's business achieved the expected success in 2017, ams had to
provide financing for significantly higher levels of capital expenditures and
committed significantly more resources than projected; this enabled Heptagon's
business to establish sufficient production capacity and execute the extensive
new product ramp-ups at the core of its 2017 business pipeline.
To adequately reflect this situation, ams has submitted a proposal on a revised
earn-out structure to all former Heptagon shareholders. The revised earn-out
structure replaces the previous combination of cash payment and ams shares
portion with a shares-only consideration, thereby avoiding any cash payment. The
key element of the revised structure is a total distribution of up to 3.9
million ams shares at the average closing price of CHF 99.15 resulting from the
15 trading days before yesterday's proposal date. The implementation of the
proposal is contingent on a threshold of 60% of preferred Heptagon shares
(approximately 56% of total Heptagon shares) represented by former Heptagon
shareholders having offered their acceptance. At an acceptance rate of 100% the
revised structure would require around 900,000 ams shares more for distribution
than the previous structure.
ams' Management Board has determined that the proposal, which also reflects the
appreciation of ams shares since the closing of the transaction, is in the
interest of the company while fair for both sides. First feedback suggests a
positive view on the proposal by large former Heptagon shareholders. As before,
the share distribution will come from existing treasury shares without any new
share dilution.
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About ams
ams is a global leader in the design and manufacture of advanced sensor
solutions. Our mission is to shape the world with sensor solutions by providing
a seamless interface between humans and technology.
ams' high-performance sensor solutions drive applications requiring small form
factor, low power, highest sensitivity and multi-sensor integration. Products
include sensor solutions, sensor ICs, interfaces and related software for
consumer, communications, industrial, medical, and automotive markets.
With headquarters in Austria, ams employs more than 11,000 people globally and
serves more than 8,000 customers worldwide. ams is listed on the SIX Swiss
Exchange (ticker symbol: AMS). More information about ams can be found at
www.ams.com [http://www.ams.com/]
Join ams social media channels
Follow us on twitter https://twitter.com/amsAnalog [https://twitter.com/
amsAnalog] or
share via https://www.linkedin.com/company/ams-ag [https://www.linkedin.com/
company/ams-ag]
Further inquiry note:
Moritz M. Gmeiner
Vice President Investor Relations
Tel: +43 3136 500-31211
Fax: +43 3136 500-931211
Email: investor@ams.com
end of announcement euro adhoc
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issuer: ams AG
Tobelbader Strasse 30
A-8141 Premstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-931211
mail: investor@ams.com
WWW: www.ams.com
ISIN: AT0000A18XM4
indexes:
stockmarkets: SIX Swiss Exchange
language: English