- Increased price reflects a premium of 66% to the 90-day volume weighted average Xetra price as of 27 November 2020 prior to public disclosure of advanced discussions between GlobalWafers and Siltronic, and an increase of 12% per share to the previous offer of EUR 125
- All other terms and conditions of the takeover offer remain unchanged compared to the offer document published on 21 December 2020, including the acceptance period
- GlobalWafers encourages all Siltronic shareholders to tender their shares prior to 27 January 2021
Hsinchu, Taiwan — January 22, 2021 — GlobalWafers Co., Ltd. (6488.TWO) (“GlobalWafers”) today announced that the price of the all-cash takeover offer for all outstanding ordinary shares of Siltronic by its subsidiary GlobalWafers GmbH (“Bidder”) has been increased to EUR 140 per Siltronic share. All other terms and conditions of the offer remain unchanged compared to the offer document published by the Bidder on 21 December 2020 given that the price increase results from market purchases of Siltronic shares on 21 January 2021, at a highest price of EUR 140 per Siltronic share. The acceptance period continues to expire on 27 January 2021, 24:00 CET.
GlobalWafers, together with certain of its subsidiaries, currently holds a stake of 4.53% and the Bidder has an irrevocable undertaking with Wacker Chemie AG (“Wacker”) under which Wacker has tendered their stake into the offer.
Nomura Securities is acting as sole financial advisor to GlobalWafers, and Linklaters LLP and White & Case LLP are acting as legal advisors to 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.
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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.