GlobalWafers and SunEdison Semiconductor Announce Definitive Agreement
August 17 2016 - 8:00PM
GlobalWafers Co., Ltd. (“GlobalWafers”) and SunEdison Semiconductor
Limited (NASDAQ:SEMI) (“SunEdison Semiconductor”), both leaders in
the manufacture and sale of silicon wafers to the semiconductor
industry, announced today that they have entered into a definitive
agreement for the acquisition by GlobalWafers, through a wholly
owned subsidiary, of all of the outstanding ordinary shares of
SunEdison Semiconductor in a transaction valued at US$683 million,
including SunEdison Semiconductor outstanding net
indebtedness. Under the terms of the agreement, SunEdison
Semiconductor shareholders will receive US$12.00 per share in cash
for each ordinary share held, representing a 78.6% premium to the
average closing price of SunEdison Semiconductor’s common stock for
the 30 trading days prior to this announcement and a 44.9% premium
to the closing price of SunEdison Semiconductor’s ordinary shares
as of August 17, 2016, the last trading day prior to this
announcement. The transaction has been unanimously approved
by both GlobalWafers’ and SunEdison Semiconductor’s boards of
directors.
The transaction will be structured as a scheme of
arrangement under Singapore law, and is subject to the approval of
the shareholders of SunEdison Semiconductor, as well as other
customary conditions including approvals from relevant regulatory
authorities and the High Court of the Republic of Singapore.
SunEdison Semiconductor has requested and obtained a waiver from
the Securities Industry Council of Singapore of the application of
the Singapore Code on Take-overs and Mergers to the scheme of
arrangement.
“We are very excited by this transaction,” said
Doris Hsu, Chairperson and CEO of GlobalWafers. “We believe
this combination is unique in that it merges two of the market’s
key suppliers with minimal overlap in customers, products and
production capacities. The combined company will bring
together GlobalWafers’ unparalleled operating model and market
strengths with SunEdison Semiconductor’s expansive global footprint
and product development capabilities. We will remain focused
on our customers and will strengthen and build on our product
offerings to deliver even greater value to our customers and
shareholders,” Hsu concluded.
“We are pleased to have reached an agreement that
delivers a significant premium to our shareholders,” said Shaker
Sadasivam, President and Chief Executive Officer of SunEdison
Semiconductor. “We believe this transaction is in the best
interest of our company. We look forward to a smooth process
to facilitate an efficient closing, which we hope can occur before
the end of the year.”
GlobalWafers will finance the transaction,
including payment of the purchase price and payment of SunEdison
Semiconductor’s debt facilities at closing, through existing cash
on hand and committed acquisition financing from the Bank of
Taiwan, Hua Nan Commercial Bank, Mega International Bank, Taipei
Fubon Bank, and Taishin International Bank.
GlobalWafers expects a number of strategic and
operational benefits from this transaction, including:
- Meaningful expansion of GlobalWafers’ production
capabilities
- Greater breadth in GlobalWafers’ product and global customer
base, including greater access to the E.U. and Korea, as well as
SOI product technologies
- Significant increase in GlobalWafers’ financial scale
Advisors
Nomura Securities is acting as sole financial
advisor to GlobalWafers, and White & Case LLP is acting as
legal advisor to GlobalWafers. Barclays is acting as
financial advisor to SunEdison Semiconductor, and Bryan Cave LLP
and Rajah & Tann Singapore LLP are acting as legal advisors to
SunEdison Semiconductor. Australia and New Zealand Banking
Group Limited is acting as independent financial advisor to the
directors of SunEdison Semiconductor with respect to the scheme of
arrangement under Singapore law.
About GlobalWafers
Headquartered in Hsinchu, Taiwan, GlobalWafers is
one of the six 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 3” to 12”
silicon wafer manufacturing, product applications extend through
power management, automotive, IT and MEMS. GlobalWafers
operates out of nine facilities in Taiwan, China, USA, Japan,
Denmark, and Poland. GlobalWafers is listed on the Taipei
Exchange.
About SunEdison Semiconductor
SunEdison Semiconductor is a global leader in the
manufacture and sale of silicon wafers to the semiconductor
industry. For over 55 years, SunEdison Semiconductor has been a
pioneer in the design and development of silicon wafer
technologies. With R&D and manufacturing facilities in the
U.S., Europe, and Asia, SunEdison Semiconductor enables the next
generation of high performance semiconductor devices. SunEdison
Semiconductor’s common stock is listed on the NASDAQ OMX Global
Select Market under the symbol "SEMI."
Additional Information and Where You Can
Find It
In connection with the proposed transaction,
SunEdison Semiconductor will file a proxy statement with the U.S.
Securities and Exchange Commission (“SEC”). The proxy statement
will be mailed to the shareholders of SunEdison Semiconductor.
SHAREHOLDERS OF SUNEDISON SEMICONDUCTOR ARE URGED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement
(when it becomes available), and any other documents filed by
SunEdison Semiconductor or GlobalWafers with the SEC, may be
obtained free of charge at the SEC’s website at www.sec.gov.
Shareholders are urged to read the proxy statement and the other
relevant materials when they become available before making any
decision with respect to the proposed transaction.
Certain Information Concerning
Participants
Each of GlobalWafers, SunEdison Semiconductor and
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from SunEdison
Semiconductor shareholders in favor of the proposed transaction.
GlobalWafers currently owns approximately 4.9% of the outstanding
ordinary shares of SunEdison Semiconductor. Information about
GlobalWafers and its directors and executive officers may be found
in the Schedule 14A filed by GlobalWafers with the SEC on August
18, 2016. Information about SunEdison Semiconductor’s
directors and executive officers and their ownership of SunEdison
Semiconductor’s ordinary shares is set forth in its proxy statement
for its 2016 Annual General Meeting of Shareholders and its most
recent annual report on Form 10-K. Additional information
regarding the direct or indirect interests of participants in the
solicitation of proxies in connection with the contemplated
transactions, by security holdings or otherwise, will be included
in the proxy statement and other materials to be filed with the SEC
in connection with the transaction.
Cautionary Statement Regarding
Forward-Looking Information
This press release contains forward-looking
statements. These statements include a belief that the transaction
can be closed by the end of the year and expectations by
GlobalWafers of the benefits of the transaction. These
forward-looking statements are subject to risks and
uncertainties. Consequently, actual results and experience
may materially differ from those contained in any forward-looking
statements. Such risks and uncertainties include the risk
that the transaction may not be completed in a timely manner or at
all, which may adversely affect SunEdison Semiconductor’s business
and the price of its ordinary shares; the failure to obtain
SunEdison Semiconductor shareholder approval of the proposed
transaction; the possibility that the closing conditions to the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary regulatory approval; delay in closing the transaction or
the possibility of non-consummation of the transaction; the
potential for regulatory authorities to require divestitures in
connection with the proposed transaction; the occurrence of any
event that could give rise to termination of the Implementation
Agreement; the risk of shareholder litigation that may be
instituted in connection with the contemplated transactions; risks
related to the diversion of management’s attention from SunEdison
Semiconductor’s ongoing business operations; the failure of
GlobalWafers to obtain the necessary financing to complete the
transaction; the effect of announcement of the transaction on
SunEdison Semiconductor’s ability to retain and hire key personnel
and maintain relationships with customers, suppliers and other
third parties; and difficult global economic and capital markets
conditions. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and GlobalWafers and SunEdison
Semiconductor make no commitment to revise or update any
forward-looking statements in order to reflect events or
circumstances occurring or existing after the date any
forward-looking statement is made.
Contacts
GlobalWafers
Spokesman: William Chen
+886-3-577-2255 (ext. 2280)
Deputy: Jason Chien
+886-3-577-2255 (ext. 2379)
SunEdison Semiconductor
Chris Chaney
Director, Investor Relations & Corporate Communications
SunEdison Semiconductor Limited
cchaney@sunedisonsemi.com
+1 636 474 5226
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