GlobalWafers and SunEdison Semiconductor Announce Receipt of Approval from SunEdison Semiconductor’s Shareholders for Propo...
November 07 2016 - 9:20AM
GlobalWafers Co., Ltd. (“GlobalWafers”) and SunEdison Semiconductor
Limited (NASDAQ:SEMI) (“SunEdison Semiconductor”) announced today
that at a meeting of SunEdison Semiconductor’s shareholders held on
November 7, 2016, the scheme of arrangement governing the proposed
acquisition of SunEdison Semiconductor by GlobalWafers was adopted
and approved by SunEdison Semiconductor’s shareholders. Of the
shares that voted at the meeting, greater than 95% voted in
favor of the adoption and approval of the scheme of
arrangement.
As previously announced on August 17, 2016,
GlobalWafers and SunEdison Semiconductor 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 an all-cash transaction valued at US$683
million, including SunEdison Semiconductor outstanding net
indebtedness, pursuant to a scheme of arrangement under Singapore
law. Under the terms of the agreement, SunEdison
Semiconductor shareholders will receive, upon consummation of the
scheme of arrangement, US$12.00 per share in cash for each ordinary
share.
As also previously announced, all pre-closing
antitrust approvals in connection with the proposed acquisition of
SunEdison Semiconductor by GlobalWafers have been obtained. The
transaction is anticipated to close prior to December 31, 2016,
subject to the satisfaction or waiver of other customary closing
conditions and the order of the Singapore court sanctioning the
scheme of arrangement.
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 ordinary shares are listed on the NASDAQ OMX Global
Select Market under the symbol "SEMI."
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. 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 possibility that the closing
conditions to the transaction may not be satisfied or waived,
including that a governmental entity may prohibit or delay closing
of the transaction; the Singapore court may not hear or grant the
requested sanction order before the end of year or in time so that
the closing may occur by the end of the year; the possibility of
non-consummation of the 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; and
the failure of GlobalWafers to obtain the necessary financing to
complete the transaction. 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)
William@sas-globalwafers.com
Deputy: Jason Chien
+886-3-577-2255 (ext. 2379)
Jason.chien@sas-globalwafers.com
SunEdison Semiconductor
Chris Chaney
Director, Investor Relations & Corporate Communications
SunEdison Semiconductor Limited
cchaney@sunedisonsemi.com
+1 636 474 5226
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