EANS-Adhoc: austriamicrosystems AG / austriamicrosystems acquires US-based Texas Advanced Optoelectronic Solutions, Inc., a leading global supplier of ambient light and proximity sensors and light sen

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ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
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16.06.2011

Unterpremstaetten, Austria (June 16, 2011) — austriamicrosystems AG
(SIX: AMS), a leading global designer and manufacturer of high
performance analog ICs (integrated circuits) for the consumer,
communications, industrial, medical and automotive markets, has
entered into an agreement with Texas Advanced Optoelectronic
Solutions, Inc. ("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 subject to certain regulatory
approvals and the occurrence of certain conditions defined in the
agreements with the sellers of the TAOS shares.

TAOS is recognized globally as an established innovator in light
sensing technology and is a leading worldwide supplier of light
sensing solutions to the consumer electronics, computer, industrial,
medical and automotive markets. TAOS´ industry-leading display
management solutions including ambient light sensors, proximity
sensors and color sensors have established the company as the sensor
supplier of choice to many Fortune 100 global manufacturers of
smartphones, tablet PCs, HDTVs, laptops/notebooks and
desktop/all-in-one (AIO) computers. In each of these markets, TAOS
has established a strong market position and attractive customer
relationships including major smartphone vendors. For fiscal year
2010, TAOS recorded audited revenues of USD 81 million (2009: USD 40
million) and an operating profit margin exceeding 30%. For 2011, TAOS
expects further significant revenue growth based on currently
available information. TAOS has had a close relationship with
austriamicrosystems for several years as a customer of
austriamicrosystems´ foundry business.

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.
austriamicrosystems expects the transaction to be accretive to
austriamicrosystems´ EPS (earnings per share) from the third quarter
2011 onwards.

In accordance with a framework resolution to be taken by
austriamicrosystems' Management Board approximately 2.7 million new
austriamicrosystems no-par value bearer shares shall be issued
against a contribution in kind of up to 5.9 million TAOS shares for
an issue price (Ausgabepreis) of USD 55.39 which is approximately CHF
46.60 (approx. EUR 37.98) per new share (one new austriamicrosystems
share for every 2.17 TAOS shares) by way of a capital increase out of
existing authorized capital. The subscription rights of
austriamicrosystems' shareholders are excluded. All new
austriamicrosystems shares will be privately placed with an entity
owned by certain TAOS shareholders pursuant to the acquisition
agreements. The new shares will not and may not be publicly offered.
Application has been made for the new austriamicrosystems shares to
be listed and admitted to trading on the SIX Swiss Exchange according
to the Main Standard. The exact number of austriamicrosystems' shares
to be newly issued will be determined prior to the closing of the
transaction. austriamicrosystems will inform the public of further
developments with regard to the transaction in-line with the
requirements of the SIX Swiss Exchange publicity rules.

"Acquiring TAOS results in a complementary expansion of our existing
innovative sensor portfolio for mobile devices and considerable
growth of our Consumer & Communications business. TAOS holds a strong
market position as a leading, high-volume provider to many major
makers of mobile consumer electronics worldwide. The strategic
combination of austriamicrosystems and TAOS creates a significant
provider of advanced sensor technologies for the attractive
smartphone and tablet PC markets", emphasizes John Heugle, CEO of
austriamicrosystems.

"Our display management and proximity detection solutions bring
important advantages to increasingly sophisticated devices like the
latest generation of mobile devices. Intelligent, integrated sensor
devices are quickly becoming core elements of mainstream consumer and
communications devices and offer new opportunities in emerging
applications. We are excited to join forces with austriamicrosystems
leveraging the combined expertise of austriamicrosystems and TAOS as
a leader in advanced mobile device sensor technologies", adds Kirk
Laney, CEO of TAOS.

Conference call on Thursday, June 16, 2011 at 9.15 am CET / 8.15 am
GMT austriamicrosystems invites you to a conference call with a
management discussion of the transaction. Access numbers for the
conference call are as follows +41 (0)91 610 56 00 (Switzerland +
Europe), +43 (0)1 25 302 14 02 (Austria), +44 (0)203 059 58 62 (UK),
+49 (0)69 222 22 05 93 (Germany), +1 866 291 4166 (USA, toll-free). A
recording of the conference call will be available following the call
until June 28, 2011 via the following access numbers +41 (0)91 612
4330 (Switzerland + Europe), +44 (0)207 108 6233 (UK), +1 866 416
2558 (USA, toll-free) with access code 12665#

Important Note Not for release, publication or distribution in the
USA, Canada, Australia and Japan. This ad-hoc release is for
information purposes only and does not constitute an offer to sell or
a solicitation of an offer to purchase securities. In connection with
this transaction there has not been, nor will there be, any public
offering of the shares of austriamicrosystems. The shares have not
been and shall not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered, sold or delivered within
the USA or to U.S. persons (as defined in regulation S under the U.S.
Securities Act of 1933, in the respective amended version) absent
registration under or an applicable exemption from the registration
requirements of the United States securities laws, or made public in
publications with a general circulation in the USA.

About austriamicrosystems austriamicrosystems is a leading designer
and manufacturer of high performance analog ICs (integrated
circuits), combining over 25 years of analog design capabilities and
system know-how with its own state-of-the-art manufacturing and test
facilities. austriamicrosystems leverages its expertise in low power
and high accuracy to provide industry-leading standard and customized
analog products. Operating worldwide with more than 1,100 employees,
austriamicrosystems focuses on the areas of power management, sensors
& sensor interfaces and mobile infotainment in its markets Consumer &
Communications, Industry & Medical and Automotive.
austriamicrosystems is listed on the SIX Swiss Exchange in Zurich
(ticker: AMS). For more information, please visit
www.austriamicrosystems.com

About TAOS With more than a decade of analog mixed-signal technology
innovation and market leadership, Texas Advanced Optoelectronic
Solutions (TAOS), Inc. designs and manufacturers digital and analog
light-sensing solutions that deliver increased system integration,
design flexibility and functionality to a wide range of products in
the consumer, computer, industrial, medical and automotive markets.
Integrated ambient light sensing and proximity detection solutions
enable "Green" displays by reducing system power consumption. An
expanding portfolio of programmable analog and digital RGB color
sensors provides accurate color discrimination, determination and
measurement. More information can be found at www.taosinc.com

Further inquiry note:
Moritz M. Gmeiner
Director Investor Relations
Tel: +43 3136 500-5970
Fax: +43 3136 500-5420
Email: investor@austriamicrosystems.com

end of announcement euro adhoc
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issuer: austriamicrosystems AG
Schloß Premstaetten
A-8141 Unterpremstaetten
phone: +43 3136 500-0
FAX: +43 3136 500-5420
mail: investor@austriamicrosystems.com
WWW: www.austriamicrosystems.com
sector: Technology
ISIN: AT0000920863
indexes:
stockmarkets: official dealing: SIX Swiss Exchange
language: English