GlobalWafers GmbH entered into a business combination agreement (BCA) to acquire 95.83% stake in Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH), Allianz Global Investors GmbH and others for €3.6 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. GlobalWafers Co., Ltd holds 0.65 million shares and GlobalWafers B.V. holds 0.6 million shares of Siltronic. They have entered into non-tender agreements and will not tender their shares in offer. 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 revised 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, has entered into a bridge facility agreement with DBS Bank Ltd. on December 9, 2020. Under this Facility, GlobalWafers will be able to draw down loans of up to €3.6 billion for the purpose of fulfilling all the payment obligations under the transaction. Furthermore, GlobalWafers's liquid funds of €131.12 million would be used for the acquisition. 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. 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%. If at the end of the takeover offer, GlobalWafers GmbH holds more than 90% of the Siltronic Shares, it intends to evaluate the possibility of a squeezeout of the minority shareholders. 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 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. As on February 9, 2021, Federal Cartel Office has no objection on the deal. As of March 8, 2021, Globalwafers received antitrust clearances from the Austrian Federal Competition Authority unconditionally. On March 10, 2021, Globalwafers Co. has received regulatory approvals for the acquisition of Siltronic in Austria and the United States but is still awaiting a crucial decision from the German ministry of economy. As reported on May 7, 2021, all requests for approval with the individual authorities as stipulated in the offer document has been filed. And by now, Germany, Austria, South Korea, Taiwan and CFIUS have already cleared the transaction. Approvals are currently pending from the merger control authorities in Japan, the U.S., China, Singapore as well as from the German Federal Ministry of Economic Affairs and Energy. As of May 11, 2021, Competition and Consumer Commission of Singapore has approved the transaction. As of May 25, 2021, Taiwanese Fair Trade Commission has approved the transaction. The closing of GlobalWafers' acquisition of Siltronic remains subject to receipt of further regulatory approvals. Following the settlement of the takeover offer, GlobalWafers GmbH and GlobalWafers also intend to evaluate in coordination with the management board and the supervisory board of Siltronic a withdrawal of the admission for trading of the Siltronic Shares from the regulated market of the Frankfurt Stock Exchange. As per update on December 7, 2021, regulatory approvals from China and Germany are expected to receive by the end of January 2022.
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. As on February 9, 2021, 50.8% stake is acquired thus reaching the minimum tender. On February 15, 2021, additional acceptance period of takeover offer is announced from February 16, 2021 to March 1, 2021. As of March 4, 2021, transaction will be closed during second quarter of 2021. As of May 11, 2021, transaction is expected to close in the second half of 2021. As of October 22, 2021, Due to protracted discussions about regulatory approvals will take place with the completion of the merger GlobalWafers is unlikely to be back this fiscal year. As of January 10, 2022, transaction is expected to close in early 2022. 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. BNP Paribas Securities Services S.C.A acted as the settlement agent. Ebner Stolz Mönning Bachem Wirtschaftsprüfer Steuerberater Rechtsanwälte, Financial Advisory Arm acted as the independent expert to GlobalWafers GmbH. As of February 1, 2022, the deadline to obtain foreign investment approvals for the completion of the public tenderoffer by GlobalWafers GmbH has expired.

GlobalWafers GmbH cancelled the acquisition to acquire 95.83% stake in Siltronic AG (XTRA:WAF) from Wacker Chemie AG (XTRA:WCH) on February 1, 2022.