GlobalWafers Co., Ltd. and SunEdison Semiconductor Limited (NASDAQ:SEMI) announced today that they have entered into a definitive agreement for the acquisition by GlobalWafers of all of the outstanding ordinary shares of SunEdison Semiconductor in a transaction valued at US$683 million, including SunEdison Semiconductor outstanding net indebtedness.
Under the terms of the agreement, SunEdison Semiconductor shareholders will receive US$12.00 per share in cash for each ordinary share held, representing a 78.6% premium to the average closing price of SunEdison Semiconductor’s common stock for the 30 trading days prior to this announcement and a 44.9% premium to the closing price of SunEdison Semiconductor’s ordinary shares as of August 17, 2016, the last trading day prior to this announcement. The transaction has been unanimously approved by both GlobalWafers’ and SunEdison Semiconductor’s boards of directors.
The transaction will be structured as a scheme of arrangement under Singapore law, and is subject to the approval of the shareholders of SunEdison Semiconductor, as well as other customary conditions including approvals from relevant regulatory authorities and the High Court of the Republic of Singapore. SunEdison Semiconductor has requested and obtained a waiver from the Securities Industry Council of Singapore of the application of the Singapore Code on Take-overs and Mergers to the scheme of arrangement.
“We are very excited by this transaction,” said Doris Hsu, Chairperson and CEO of GlobalWafers. “We believe this combination is unique in that it merges two of the market’s key suppliers with minimal overlap in customers, products and production capacities. The combined company will bring together GlobalWafers’ unparalleled operating model and market strengths with SunEdison Semiconductor’s expansive global footprint and product development capabilities. We will remain focused on our customers and will strengthen and build on our product offerings to deliver even greater value to our customers and shareholders,” Hsu concluded.
“We are pleased to have reached an agreement that delivers a significant premium to our shareholders,” said Shaker Sadasivam, President and Chief Executive Officer of SunEdison Semiconductor. “We believe this transaction is in the best interest of our company. We look forward to a smooth process to facilitate an efficient closing, which we hope can occur before the end of the year.”
GlobalWafers will finance the transaction, including payment of the purchase price and payment of SunEdison Semiconductor’s debt facilities at closing, through existing cash on hand and committed acquisition financing from the Bank of Taiwan, Hua Nan Commercial Bank, Mega International Bank, Taipei Fubon Bank, and Taishin International Bank.
GlobalWafers expects a number of strategic and operational benefits from this transaction, including:
- Meaningful expansion of GlobalWafers’ production capabilities
- Greater breadth in GlobalWafers’ product and global customer base, including greater access to the E.U. and Korea, as well as SOI product technologies
- Significant increase in GlobalWafers’ financial scale