GlobalWafers Co., Ltd. · TPEX:6488

GlobalWafers — Merger or Acquisition (December 2020)

19 slides from GlobalWafers's merger presentation, Dec 10, 2020

  1. Slide 1: GlobalWafers Enters into Business Combination Agreement with Siltronic

    GlobalWafers Enters into Business Combination Agreement with Siltronic December 10, 2020 © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  2. Slide 2: Table of contents

    Table of contents 1. Transaction Summary 2 2. Siltronic Overview 3 3. Transaction Rationale 6 4. Q&A 13 © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  3. Slide 3: Disclaimer

    Disclaimer This presentation has been prepared by GlobalWafers Co., Ltd. (the “Company”). This presentation and the materials provided herewith do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement

  4. Slide 4: Transaction Summary

    Transaction Summary © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  5. Slide 5: Transaction Summary

    Transaction Summary 1 Target  Siltronic AG (“Siltronic”) 2  All cash, EUR125 / Siltronic share, representing total equity value of EUR3.75bn and enterprise value of EUR4.02bn Purchase Price on a 100% share capital basis 3  48% premium to 90-day VWAP of EUR84.59 before Nov 27, 2020 Valuation & Pre

  6. Slide 6: Siltronic Overview

    Siltronic Overview © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  7. Slide 7: Siltronic Overview

    Siltronic Overview Company Overview Company History  Established in 1968 and headquartered in Munich, Germany, and 1968  Siltronic AG established supplier to all top silicon wafer consumers – Top 10 customers represent c.80% of 2019 revenue 1995  Wacker-Chemitronic contributes its wafer business

  8. Slide 8: Siltronic Manufacturing Network

    Siltronic Overview Manufacturing Network Siltronic Production Facilities Overview Burghausen, Germany Freiberg, Germany Portland, Oregon Singapore (SSP) Singapore (SSW) Siltronic Facility Source: Company information. © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential –

  9. Slide 9: Siltronic Full Year Financial Highlights

    Siltronic Overview Full Year Financial Highlights  Siltronic successfully navigated through the down cycle and expected recovery is being driven by resilient 5G and Memory demand Siltronic Revenue Siltronic EBITDA EUR mn EUR mn 1 Revenue (LHS) % Growth EBITDA (LHS) 1 % Margin 1,500.0 50.0% 700.0 70

  10. Slide 10: Transaction Rationale

    Transaction Rationale © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  11. Slide 11: Strategic Opportunity for GlobalWafers

    Strategic Opportunity for GlobalWafers  An acquisition of Siltronic provides a unique opportunity to enhance GlobalWafers’ position as a leading global semiconductor silicon wafer manufacturer and to position the combined business to invest in further capacity expansion 1 Expanded production to sat

  12. Slide 12: Expanded production to satisfy growing demand

    1 Expanded production to satisfy growing demand  Siltronic’s global manufacturing presence would meaningfully expand GlobalWafers’ production to satisfy growing demand while also providing opportunities for cost savings through operational excellence Production Facilities Overview GlobalWafers Faci

  13. Slide 13: Significantly increase scale of business financially and operationally

    2 Significantly increase scale of business financially and operationally  The acquisition of Siltronic enables GWC to more effectively compete within the semiconductor silicon wafer sector, which increasingly features newer suppliers sponsored by government investments Silicon Wafer Manufacturer Ma

  14. Slide 14: Significantly increase scale of business financially and operationally (Cont'd)

    2 Significantly increase scale of business financially and operationally (Cont’d)  Transformational deal, significantly increasing current wafer capacity and R&D capability Revenue (LTM as of Q3 2020) EBITDA (LTM as of Q3 2020) R&D Spend (as of FY 2019) US$mn +75% US$mn +56% US$mn +134% 3,364 140 1

  15. Slide 15: Achieve further customer diversification

    3 Achieve further customer diversification Potential Growth with Existing and New Customers Asia Europe North America © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel 10

  16. Slide 16: Achieve further customer diversification (Cont'd)

    3 Achieve further customer diversification (Cont’d)  The acquisition of Siltronic will result in significant revenue expansion GlobalWafers LTM Revenue GlobalWafers + Siltronic LTM Revenue (as of Jun 30) Siltronic LTM Revenue (as of June 30) (as of June 30) Rest of Rest of Rest of World World World

  17. Slide 17: Potential for meaningful synergies & value creation

    4 Potential for meaningful synergies & value creation for GlobalWafers’ shareholders & customers  Continues strong track record of synergistic acquisitions April April July December TBD Completion Date 2008 2012 2016 2016 (2021) Covalent SunEdison Target Globitech Materials(1) Topsil Semiconductors

  18. Slide 18: Q&A

    Q&A © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel

  19. Slide 19: Thank You

    Thank You © GlobalWafers Co., Ltd. All rights reserved Privileged and strictly confidential – Reflects advice from external US and EU counsel 13

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