Siltronic AG: GlobalWafers announces the launch of a voluntary tender offer based on a business combination agreement with Siltronic
Ad hoc announcement / Disclosure of an inside information according to Article 17 MAR
GlobalWafers announces the launch of a voluntary tender offer based on a business combination agreement with Siltronic
Germany, Munich, December 9, 2020 - Siltronic AG ("Siltronic") today signed a Business Combination Agreement ("BCA") with GlobalWafers Co., Ltd. ("GlobalWafers") from Taiwan. On this basis, GlobalWafers announced its intention to launch a voluntary tender offer to Siltronic shareholders at an offer price of EUR 125 per share in cash. Siltronic's Executive Board and Supervisory Board have approved the signing of the BCA and welcome the proposed combination and the announced tender offer.
The offer price announced today represents a premium of 48% above the volume-weighted average XETRA price over the last 90 days prior to the public disclosure of the discussions with GlobalWafers on a potential business combination agreement. The tender offer will also include customary closing conditions, including a minimum acceptance threshold of 65% and merger control and foreign investment approvals.
The BCA signed today forms the framework of the proposed combination. Based on this agreement, Siltronic can pursue an essentially unchanged business strategy. In line with its current dividend policy, Siltronic intends to propose a dividend of approximately EUR 2 per share for fiscal 2020, which is expected to be paid before the completion of the transaction. The BCA also includes extensive commitments for Siltronic's sites and its employees. 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.
With regard to the proposed combination, Wacker Chemie AG has signed a binding agreement (Irrevocable Undertaking) with GlobalWafers and will tender its entire Siltronic shares amounting to approximately 30.8% of Siltronic's share capital in the tender offer.
After publication of the offer document, the Executive Board and the Supervisory Board of Siltronic will issue and publish a reasoned opinion on the tender offer in accordance with their statutory obligations.
Deutsche Boerse: WAF
Trading: Amtlicher Markt (Prime Standard),
Head of Investor Relations & Communications
Tel.: +49 (0)89 8564 3133
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.