GlobalWafers Announces Siltronic Transaction Not Approved by German Government Ahead of Long Shutdown Date

Provided by: GlobalWafers Co., Ltd

SEQ_NO

1

announcement date

02/01/2025

Announcement time

07:18:33

Topic

 GlobalWafers announces that Siltronic transaction not
approved by German Government before long stop date

Date of events

02/01/2025

What item it responds to

paragraph 53

Declaration

1.Date of occurrence of the event:2022/02/01
2.Company name:GlobalWafers Co., Ltd.
3.Relationship to the Company (please enter ��head office�� or
  ��subsidiaries��):head office
4.Reciprocal shareholding ratios:NA
5.Cause of occurrence:
GlobalWafers announces that the deadline for its all-cash tender offer
for the outstanding ordinary shares of Siltronic AG (��Siltronic��) passed
without approval by the German Government. The German Government's
approval was the last outstanding completion condition after all other
authorities and regulators worldwide cleared the transaction. GlobalWafers
made extremely far-reaching remedy proposals and commitments to address
the concerns of the German Government and repeatedly offered its
willingness to discuss alternative solutions.
GlobalWafers has not been able to obtain the approval from the German
Government before the long stop date. Based on its efforts to reach a
mutually acceptable solution as well as its long and successful history in
Europe this outcome is very disappointing. GlobalWafers will certainly
continue to work closely with its European customers, many of which
supported the proposed transaction. GlobalWafers will analyze the
non-decision of the German Government and consider its impact on
our future investment strategy.
The long stop date has been reached after a fourteen-month review process
by the German Government. On December 7, 2021, the German Federal
Ministry for Economic Affairs and Climate Action (Bundesministerium fur
Wirtschaft und Klimaschutz) extended the assessment period for the issuance
of the clearance certificate beyond the long stop date. Therefore, the
takeover offer by GlobalWafers and the agreements which came into
existence as a result of the offer will not be completed and will lapse.
6.Countermeasures:
GlobalWafers directly holds 13.67% of the shares of Siltronic. There are no
specific restrictions regarding potential future trading activities for these
shares. The approximately 56.60% of the outstanding shares of Siltronic
tendered into the all-cash tender offer during the acceptance period
will be re-booked to their originalowners without undue delay,
expectedly on 8 February 2022.
GlobalWafers bears no performance obligations on these shares.
This unsuccessful transaction will not impact GlobalWafers' operations.
Europe remains an important market for GlobalWafers and it remains
committed to the customers and employees in the region.
The business combination agreement between GlobalWafers and Siltronic
foreseesthat GlobalWafers shall pay a termination fee of EUR 50 million to
Siltronic in the event of failure to obtain required regulatory approvals. In
consideration of GlobalWafers' solid finance currently, the impact is
 limited.
GlobalWafers will announce plans for the alternative utilization of the
proceeds of the acquisition on Sunday, 6 February 2022.
7.Any other matters that need to be specified:NA