Regulatory News:
X-FAB Silicon Foundries SE (Euronext Paris: XFAB) (X-FAB or
the Company) announces the application of article 7:97 of the
Belgian Code on Companies and Associations (BCCA) in the context of
the planned acquisition of M-MOS Semiconductor Hong Kong Limited, a
fabless company focused on the development of MOSFET
technologies.
X-FAB Silicon Foundries SE resolved to purchase 100% of the
capital shares issued by M-MOS Semiconductor Hong Kong Limited
(M-MOS) for a total of EUR 22.5 million (the Transaction). The sole
seller of these shares is Xtrion NV.
Article 7:97, §1, second subparagraph of the Belgian Companies
and Associations Code (BCAC) provides that listed companies (X-FAB)
are not allowed to take any decision regarding a related party
transaction without the prior approval by the board of directors
having applied the special procedure contained in article 7:97
BCAC.
Considering that X-FAB and Xtrion are related parties in
accordance with IAS 24, the decision to approve the purchase price
and terms and conditions of the Share Transfer Agreement by the
board of directors of X‑FAB, triggered the conflict of interests’
procedure for related party transactions under article 7:97
BCAC.
After advice from the committee of independent directors, dated
December 21, 2023, the board of directors approved the Transaction
and the signing of the Share Transfer Agreement. This decision is
in line with the conclusion of the committee of independent
directors, which states:
“It is the opinion of the Committee that the Transaction and the
Share Transfer Agreement are:
- not such as to cause X-FAB a disadvantage
which, in light of the strategy of X-FAB, is manifestly
illegitimate; and
- in the interest of X-FAB and do not cause a
disadvantage to X-FAB which would not be outweighed by benefits for
X-FAB.”
The auditor has assessed the financial and accounting
information mentioned in the related minutes of the board of
directors and in the above-mentioned committee’s advice. The
conclusion of the auditor reads as follows:
“Based on our review, nothing has come to our attention that
causes us to believe that the financial and accounting data as
included in the advice of the Committee of Independent Directors
dated 21 December 2023 and in the minutes of the board of directors
dated 21 December 2023, justifying the proposed Transaction, do not
give, in all material respects, a true and fair view of, and are
consistent with the information available to us in the context of
our engagement.”1
M-MOS is a fabless company specialized in the development of
MOSFET technologies and the design of custom MOSFET devices. The
MOSFET wafers that M-MOS sells mainly into the industrial,
consumer, and automotive markets are manufactured by X-FAB. In
2022, M-MOS recorded revenues of USD 32.0 million.
Rudi De Winter, CEO of X-FAB group, said: “X-FAB started its
discrete devices business more than 20 years ago in Erfurt,
Germany, followed by trench MOSFETs we have been producing for
M-MOS at our Malaysian site in Kuching. Since then, more and more
discrete business has been developed, such as the silicon carbide
technology at X-FAB Texas and gallium nitride at X-FAB Dresden. I
am convinced that the process and product design know-how but also
the market know-how of M-MOS will help to accelerate X‑FAB’s
discrete business development going forward.”
1 Free translation from Dutch original
About X-FAB
X-FAB is the leading analog/mixed-signal and MEMS foundry group
manufacturing silicon wafers for automotive, industrial, consumer,
medical and other applications. Its customers worldwide benefit
from the highest quality standards, manufacturing excellence and
innovative solutions by using X-FAB’s modular CMOS processes in
geometries ranging from 1.0 to 0.13 µm, and its special silicon
carbide and MEMS long-lifetime processes. X-FAB’s analog-digital
integrated circuits (mixed-signal ICs), sensors and
micro-electro-mechanical systems (MEMS) are manufactured at six
production facilities in Germany, France, Malaysia and the U.S.
X-FAB employs approx. 4,200 people worldwide. For more information,
please visit www.xfab.com.
Forward-looking information
This press release may include forward-looking statements.
Forward-looking statements are statements regarding or based upon
our management’s current intentions, beliefs or expectations
relating to, among other things, X-FAB’s future results of
operations, financial condition, liquidity, prospects, growth,
strategies or developments in the industry in which we operate. By
their nature, forward-looking statements are subject to risks,
uncertainties and assumptions that could cause actual results or
future events to differ materially from those expressed or implied
thereby. These risks, uncertainties and assumptions could adversely
affect the outcome and financial effects of the plans and events
described herein.
Forward-looking statements contained in this press release
regarding trends or current activities should not be taken as a
report that such trends or activities will continue in the future.
We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless legally required. You should not place undue
reliance on any such forward-looking statements, which speak only
as of the date of this press release.
The information contained in this press release is subject to
change without notice. No re-report or warranty, express or
implied, is made as to the fairness, accuracy, reasonableness, or
completeness of the information contained herein and no reliance
should be placed on it.
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version on businesswire.com: https://www.businesswire.com/news/home/20231220892714/en/
Uta Steinbrecher Investor Relations X-FAB Silicon Foundries
+49-361-427-6489 uta.steinbrecher@xfab.com
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