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angle-left 03/27/2018 - ams implements a revised earn-out structure gaining 100% acceptance by former Heptagon shareholders to reflect higher-than-expected capital expenditure requirements

ams implements a revised earn-out structure gaining 100% acceptance by former Heptagon shareholders ...

2018/03/27

Revised earn-out structure replaces the initial cash/share combination and provides for predominant share distribution with ancillary cash portion

German version

(PR title cont'd) ... to reflect higher-than-expected capital expenditure requirements


Premstaetten, Austria (27 March 2018) -- ams AG (SIX: AMS), a leading worldwide supplier of high performance sensor solutions, made an arrangement with 100% of the former shareholders of Heptagon which provides for a revised earn-out structure predominantly consisting of a share distribution. ams announced on 20 February 2018 that the company had submitted a proposal to the former shareholders of Heptagon for a revised shares-only earn-out structure (contingent on an approval threshold of 60% of the preferred shareholdings) reflecting the higher-than-expected capital expenditures and resources which were required for Heptagon's business to realize its 2017 revenue pipeline.

The key elements of the final earn-out structure are a total distribution of 3,855,082 ams shares together with an ancillary cash distribution of USD 15 million. Adding a limited cash portion helped to achieve a 100% acceptance rate by the Heptagon shareholders so that the final earn-out structure results in a significantly reduced cash requirement when compared to the initially foreseen combination of cash and ams shares. As before, the share distribution comes from existing treasury shares without any new share dilution and will not have a material effect on the profit & loss statement.

The final earn-out structure has been implemented today. As part of the arrangement, any ams shares and cash still in escrow and/or subject to the staggered lock-up arrangement, both in place as from the closing of the transaction on 24 January 2017, have been released to the former Heptagon shareholders.