Hsinchu, Taiwan — January 25, 2021 — GlobalWafers Co., Ltd. (6488.TWO) (“GlobalWafers”) today announced that its subsidiary GlobalWafers GmbH (“Bidder”) has lowered the acceptance threshold for its all-cash takeover offer for all outstanding ordinary shares of Siltronic to 50%. This change in one of the offer conditions results in the extension of the acceptance period under the offer by two weeks to 10 February 2021.
The Bidder increased the offer price to EUR 145 per share on 22 January, which is GlobalWafers best and final offer and since then increased its stake in Siltronic outside of the offer to 6.06%. So far, 30.89% of the outstanding shares have been tendered into the offer. At the reduced threshold, an additional 13.05% are required to meet the acceptance threshold. On 23 January, Siltronic’s Executive Board welcomed the increased offer price and stated that it considered the offer to be attractive.
GlobalWafers also confirms that it will not make a further public offer for Siltronic should the acceptance threshold not be met and instead will pursue its alternative growth plans, which are at an advanced stage of planning.
GlobalWafers also reiterates that a Domination and/or Profit and Loss Transfer Agreement (“DPLTA”) is not required to realise synergies from this transaction and can now further confirm that it will not pursue a DPLTA for at least three years from this date.
“We hope that today’s announcement brings clarity to our position and we strongly encourage shareholders in Siltronic to tender their shares at our best and final offer price. The lowered acceptance threshold now also gives Siltronic shareholders more time to tender their shares as the offer period is extended,” said Doris Hsu, Chairperson and CEO of GlobalWafers.
“We can confirm that we would immediately pursue our other growth options that are at an advanced stage of planning and will not consider a further public offer for Siltronic if the necessary acceptance threshold is not met. We have always stated that we do not require a DPLTA to realise synergies from this transaction and confirm we will not pursue a DPLTA for at least three years from this date.”
Advisors
Nomura Securities is acting as sole financial advisor to GlobalWafers, and Linklaters LLP and White & Case LLP are acting as legal advisors to GlobalWafers.
About GlobalWafers
Headquartered in Hsinchu, Taiwan, GlobalWafers is one of the five largest silicon wafer manufacturers in the world. Founded in 1981, it was the semiconductor business unit of SAS (Sino-American Silicon Product Inc.) and spun off as GlobalWafers Co., Ltd. in 2011. Specializing in silicon wafer manufacturing, product applications extend through power management, automotive, IT and MEMS. GlobalWafers is listed on the Taipei Exchange.
Contacts
| GlobalWafers | ||||
| Spokesperson: William Chen |
+886 3 577 2255 (ext. 2280) | |||
| Nomura | ||||
| Henry Phillips | +44 20 710 21000 | |||
| Jürgen Krieger | +44 20 710 21000 | |||
| Nicholas Marren | +44 20 710 21000 | |||
| Brunswick | ||||
| Christian Weyand | +49 172 6171677 | |||
| Felix Morlock | +49 173 8780702 | |||
| Philipp Schüler | +49 172 6741644 | |||
| Cynthia Meng | +852 9783 6099 | |||
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Siltronic Shares. The terms and further provisions regarding the Takeover Offer by the Bidder to the shareholders of Siltronic AG are set forth in the offer document. Holders of Siltronic Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein. Moreover, this announcement is neither an offer to sell nor a solicitation of an offer to purchase shares in GlobalWafers Co., Ltd.
The release, publication or distribution of this announcement in certain jurisdictions other than the Federal Republic of Germany may be restricted by law. Persons who are resident in, or are subject to, other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Takeover Offer will be made in the United States of America in reliance on, and compliance with, Section 14(e) of the US Securities Exchange Act of 1934 and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on its behalf may, outside of the United States of America and in compliance with applicable law, from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, Siltronic Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, Siltronic Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the Takeover Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases would be disclosed as required by law or regulation in Germany or other relevant jurisdictions.
This announcement may contain statements about GlobalWafers Co., Ltd. and/or its subsidiaries (together “GlobalWafers Group”) or Siltronic AG and/or its subsidiaries (together “Siltronic Group”) that are or may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.
GlobalWafers Co., Ltd. and the Bidder caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which GlobalWafers Group and Siltronic Group operate and the outcome or impact of the acquisition and related matters on GlobalWafers Group and/or Siltronic Group may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. Any forward-looking statements speak only as at the date of this announcement. Except as required by applicable law, GlobalWafers Co., Ltd. and the Bidder do not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.