Correction of a release from 29/11/2020, 18:50 CET/CEST - Siltronic AG is in advanced, near to final discussions on a takeover offer by GlobalWafers Co., Ltd. from Taiwan
Ad hoc announcement / Disclosure of an inside information according to Article 17 MAR
Siltronic AG is in advanced, near to final discussions on a takeover offer by GlobalWafers Co., Ltd. from Taiwan
Germany, Munich, November 29, 2020 - The Executive Board of Siltronic AG ("Siltronic") is in advanced, near to final discussions to enter into a Business Combination Agreement ("BCA") with GlobalWafers Co., Ltd. ("GlobalWafers"). Siltronic expects that GlobalWafers will make a voluntary tender offer to Siltronic shareholders at an offer price of EUR 125 per share. In addition, the Executive Board intends to propose a dividend in line with the Company's dividend policy of approximately EUR 2 per share for fiscal year 2020, which is expected to be paid prior to the completion of the transaction.
The offer price represents a premium of 48 % above the volume-weighted average XETRA price over the last 90 days and is based on intensive negotiations over a number of months between the parties. The Executive Board of Siltronic AG considers this offer price to be attractive and appropriate. The merger would create a leading player in the wafer industry with a comprehensive product portfolio that can offer technologically sophisticated products to all semiconductor customers.
Both parties are in agreement on the key terms of the BCA. According to the current status of the document, Siltronic can pursue an essentially unchanged business strategy, the social partnership with the employee representatives will be maintained, and there will be no site closures or layoffs of employees for operational reasons in Germany until the end of 2024.
The Executive Board has already informed the Supervisory Board about the potential transaction. Siltronic and GlobalWafers are working towards a formal announcement of the signing of the BCA in the second week of December 2020, following discussion and approval by the Supervisory Board of Siltronic and the Board of GlobalWafers.
Siltronic expects that Wacker Chemie AG will sign an irrevocable undertaking agreement and tender its entire Siltronic shares equivalent to 30.8% of Siltronic's outstanding share capital in the voluntary tender offer.
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This adhoc announcement contains statements related to our future business and financial performance and future events or developments involving Siltronic that may constitute forward-looking statements. These statements may be identified by words such as "expect," "look forward to," "anticipate" "intend," "plan," "believe," "seek," "estimate," "will," "project" or words of similar meaning. Such statements are based on the current expectations and certain assumptions of the Siltronic-management, of which many are beyond the control of Siltronic. These are subject to a number of risks, uncertainties and factors. Should one or more of these risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of Siltronic may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. Siltronic neither intends, nor assumes any obligation, to update or revise these forward-looking statements in light of developments which differ from those anticipated.