Siltronic XTRA:WAF1 Stock Report

Siltronic AG to Report Q3, 2022 Results on Oct 29, 2022

GlobalWafers GmbH cancelled the acquisition to acquire 95.83% stake in Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH).

GlobalWafers GmbH completed the acquisition of 50.08% stake in Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH), Allianz Global Investors GmbH, GlobalWafers GmbH and others for €2.2 billion.

GlobalWafers GmbH entered into a business combination agreement (BCA) to acquire Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH), Allianz Global Investors GmbH, GlobalWafers GmbH and others for €3.8 billion on December 9, 2020. Under the terms of agreement, GlobalWafers GmbH will make a tender offer to Siltronic shareholders at an offer price of €125 per share in cash. As of January 22, 2021, GlobalWafers revised the terms of the offer and increased the bid price to €140 per share. The stake would now be acquired for €4.3 billion. As of January 22, 2021, GlobalWafers revises offer for Siltronic to €145 per share. GlobalWafers will finance the transaction through committed acquisition financing from DBS Bank, and the pro forma leverage, net of cash on hand. GlobalWafers GmbH has undertaken to pay termination fee of €50 million in case any document cannot be submitted on time and if deal is cancelled due to this. Christoph von Plotho the Chief Executive Officer, Chief Financial Officer and Head of Technology of Siltronic AG will assume additional management functions at GlobalWafers after the completion of the proposed transaction. The Supervisory Board of Siltronic AG will continue to be co-determined and will consist of 12 members. GlobalWafers aims to have an appropriate representation on Siltronic's Supervisory Board after completion of the transaction, which will continue to include three independent shareholder representatives. Until the end of 2024, Siltronic sites in Germany are protected against closures and employees in Germany against compulsory redundancies under the BCA. Closing of the transaction is subject to customary closing conditions, competition law clearances and further regulatory approvals including the achievement of the minimum acceptance threshold and merger control and foreign investment approvals. The minimum acceptance threshold for the Tender Offer is 65%. As of January 25, 2021, the minimum threshold has been decreased to 50%. The transaction is also subject to approval of merger control clearances in Germany, Austria, Japan, Taiwan, USA, China, Singapore and United Kingdom and foreign investment clearance from Germany, USA and UK. The Executive Board and the Supervisory Board of Siltronic expect to recommend in their reasoned opinion that the company's shareholders accept the Tender Offer. Wacker Chemie AG has contractually committed to tender its entire stake of approximately 30.8 percent in Siltronic into the offer. The Supervisory Board of Wacker Chemie AG approved the conclusion of an irrevocable undertaking with GlobalWafers Co., Ltd. to transfer its entire stake in Siltronic AG. The BCA has been approved by GlobalWafers’ Boards of Directors and Siltronic’s Executive Board and Supervisory Board. As of December 21, 2020, German Federal Financial Supervisory Authority approved the deal. On December 22, 2020, meeting of executive and supervisory board concluded to recommend the transaction to its shareholders after discussion with valuation and fairness supervisors. As of January 27, 2021, Executive Board and the Supervisory Board of Siltronic have based their recommendation to Siltronic shareholders to accept the offer. As of January 22, 2021, Siltronic's Executive Board welcomes the increased offer price and considers the tender offer attractive. The offer period is expected to begin in December 2020 and will last approximately five weeks. The offer acceptance starts from December 21, 2020 to January 27, 2021. As of January 25, 2021, the tender offer period has been extended to February 10, 2021.The transaction is expected to be immediately accretive to GlobalWafers’ adjusted EPS upon closing. Henry Phillips, Jürgen Krieger, and Nicholas Marren of Nomura Securities acted as financial advisor to GlobalWafers. Stephan Oppenhoff, Nathalie Hobbs, Thilo Zimmermann, Adriana von Hardenberg, Philipp Oehlerking, and Prezemyslaw Lipin of Linklaters LLP; and Tilman Kuhn, Noah Brumfield, Anna Kertesz, Tamer Nagy, Karalyn Mildorf, Farhad Jalinous, Thilo-Maximilian Wienke, Cristina Caroppo, Lisa Bär, and Nicholas Putz of White & Case LLP acted as legal advisors to GlobalWafers. Simon Patrick Link, Markus Röhrig, Jan Bonhage, Daniela Böning, Daniel Illhardt, Johannes Ahlswede, Svitlana Gapalo, Anton Petrov and Lukas Ritzenhoff of Hengeler Mueller acted as legal advisor to Siltronic. Credit Suisse Group AG (SWX:CSGN) acted as financial advisor to Siltronic AG. Kai Hasselbach, Barbara Keil and Frank Montag of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Wacker Chemie. Manuel Lorenz, Oliver Socher, and Matthew Cox of Baker & McKenzie acted as legal advisor to DBS Bank. GlobalWafers GmbH completed the acquisition of 50.08% stake in Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH), Allianz Global Investors GmbH, GlobalWafers GmbH and others for €2.2 billion on February 8, 2021. Federal Cartel Office informed it has no objection in this acquisition.