Topsil EGM Approve GlobalWafers’ Acquisition Proposal

GlobalWafers Co., Ltd. (“GlobalWafers”) announced today that the acquisition proposal has been officially approved by shareholders at the extraordinary general meeting of Topsil Semiconductor Materials A/S (“Topsil”) on June 17th. GlobalWafers will acquire the semiconductor business of Topsil for DKK 355 million (about NT$1.76 billion) on debt-free basis. The transaction is expected to be completed during the first half of 2016 and officially merge into GlobalWafers in early July. This will be another climax for GlobalWafers after its merger with the semiconductor business of Covalent Material in 2012. The success of this transnational acquisition will not only enable GlobalWafers to expand its semiconductor business territory to Europe but also help GlobalWafers successfully step into the FZ wafers as to build up an outstanding portfolio.

In recent years, China has shown strong moves in merge and acquisition among semiconductor industry worldwide, purchasing critical technology with enormous fund as well as building their own territory with full governmental supports. Originally GlobalWafers has entered into an agreement under which GlobalWafers would acquire the purchase of shares of Topsil for DKK 320 million (about NT$1.59 billion) in cash at Topsil’s board of directors dated May 20th. However, the Chinese bidder, NSIG (National Silicon Industry Group), offered a higher proposal on June 16th up to DKK335 million (about NT$1.63 billion) in exact same model as GlobalWafers. Considering overall product and industry strategy, GlobalWafers immediately convened an extraordinary board meeting and resolved to improve offer to DDK355 million (about NT$1.76 billion), which has been accepted at the extraordinary general meeting of Topsil today. In accordance with the Share Purchase Agreement, GlobalWafers will acquire 100% of products, customers, business, employees, technology of Topsil’s semiconductor business as well as all lands and facilities in Copenhagen, Denmark, along with all equipments in Poland, well-established relationship with customers and suppliers which Topsil has possessed for over half a century. Though the cost of the acquisition increased 10.9% compared to the original plan, yet with long dedication at the semiconductor field with excellent operation capability and outstanding technology, GlobalWafers will successfully acquire production, technology and customers via the preferable conditions of scale economy/global synergy and resource integration so as to better itself in the global semiconductor business. We believe the wonderful synergy will be shown soon in the near future.

Topsil, a listed company headquartered at Copenhagen in Denmark, has an industry leading portfolio of 3”–8” Float Zone and Czochralski/EPI silicon wafers manufactured at Topsil’s state-of-the-art production plant, as well as a global presence with local sales representation in Europe, Asia and America. Its Float Zone wafers are used for a wide variety of high and medium power applications with growth supported by positive worldwide macro trends within infra-structure and energy. Topsil FZ wafer resistivity can be 100 times higher, yet oxygen is less than 10% compared to normal CZ wafers. Topsil FZ products not only show extraordinary per-formance in Power Device, they are also widely applied in industrial automation and electrifi-cation, electric trains, wind turbines as well as hybrid and electric vehicles.

GlobalWafers is one of the top 6 of the largest silicon wafer manufacturers in the world. Spe-cializing in 3” to 12” silicon wafer manufacturing, GlobalWafers possesses seven sites in Taiwan, China, USA, and Japan. This acquisition adds two more modern European plants to global deployment, further strengthening GlobalWafers’ operation scale with enhanced sales channels to expand the market in Europe. The high efficiency product line will also make the portfolio more complete to meet the demand of automobile and high power applications for GlobalWafers, strengthening it future position in the global semiconductor market.