Hsinchu, Taiwan, November 30, 2020 – GlobalWafers Co., Ltd. (“GlobalWafers”), today confirms the November 29, 2020 disclosure by Siltronic AG (“Siltronic”) that GlobalWafers and Siltronic are in advanced, near to final discussions to enter into a Business Combination Agreement (“BCA”) pursuant to which GlobalWafers would launch a voluntary tender offer to Siltronic shareholders with an offer price of EUR 125 per share. In line with Siltronic’s dividend policy, Siltronic’s Executive Board also intends to propose a dividend of approximately EUR 2 per share to Siltronic shareholders for fiscal year 2020, which is expected to be paid prior to the completion of the transaction.
A combination of GlobalWafers and Siltronic would create a leading player in the industry with a comprehensive product portfolio that can offer technologically sophisticated products to all semiconductor customers globally, and brings together two companies with complementary skills which will enable the combined business to invest more in capacity expansion.
Upon launch of the voluntary tender offer, Siltronic shareholders would have the opportunity to realize attractive value by tendering their shares. GlobalWafers’ offer price implies a premium of 48% to the volume weighted average XETRA price of the last 90 days and comes as a result of lengthy and involved negotiations, as well as price improvements, over a number of months between GlobalWafers and Siltronic.
Concurrent to the discussions with Siltronic on the BCA, GlobalWafers and Wacker Chemie AG (“Wacker Chemie”) are near completion of a hard irrevocable undertaking agreement (“IUA”) whereby Wacker Chemie will tender all of its Siltronic shares held, representing approximately 30.8% of total Siltronic shares outstanding, into GlobalWafers’ voluntary tender offer.
This disclosure represents the culmination of intensive efforts to come to an agreement on terms which will be mutually beneficial to GlobalWafers, Siltronic, and Wacker Chemie and respective shareholders, employees, customers, and other stakeholders.
GlobalWafers and Siltronic are aiming to sign the BCA during the second week of December 2020, subject to the approval of Siltronic’s Supervisory Board and GlobalWafers’ Board.
No assurance can be given at this stage that the transaction will occur. The transaction would be subject to regulatory approvals as well as other customary conditions.