Securities code: 300456 securities abbreviation: Sai Microelectronics Inc(300456) Announcement No.: 2021-153 Sai Microelectronics Inc(300456)
Announcement on acquisition of German production line assets by Swedish subsidiary
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1、 Silex microsystems AB (hereinafter referred to as "Sweden silex"), a wholly-owned subsidiary of Sai Microelectronics Inc(300456) (hereinafter referred to as "the company") located in Sweden, intends to acquire German ELMOs semiconductor se (hereinafter referred to as "the company") for 84.5 million euros (including 7 million euros of work in progress) (converted into 606.9 million yuan in adult currency at the middle rate of EUR / cny7.1823 on December 14, 2021) "Germany ELMOs", a company listed on the Frankfurt Stock Exchange, Germany, with stock code: FSE: ELG), is located in the assets related to the automobile chip manufacturing line in Dortmund, North Rhine Westphalia, Germany (hereinafter referred to as "Germany FAB5").
2. At the 20th meeting of the 4th board of directors held on December 14, 2021, the company deliberated and adopted the proposal on Swedish subsidiary's acquisition of German production line assets.
3. According to relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
4. ELMOs of Germany will provide process technology license at the delivery of production line, In particular, the product development kit supporting the 350nm process flow of the production line (hereinafter referred to as "PDK") ）。 In addition to continuing to execute the orders put forward by ELMOs, these process technology licenses can also be used in other OEM manufacturing fields by silex of Sweden and FAB5 of Germany. However, if they involve specific application markets in the automotive field with strategic value to ELMOs, they need to be approved by ELMOs of Germany. In 2025, the ownership of the PDK will be transferred to FAB5, Germany. 5. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The transaction between Sweden silex and Germany ELMOs needs to comply with the relevant laws and regulations of the European Union and Germany, and meet the legal delivery conditions, including but not limited to from the German Federal Economic Affairs and
The Federal Ministry for economic affairs and climate action has obtained the relevant approval certificate of FDI (foreign direct investment). There is uncertainty about whether it can be approved and when it can be approved, that is, there is uncertainty about the final result of the transaction. Please make careful decisions and pay attention to investment risks.
1、 Transaction overview
In order to further expand the business scope of the company's core main business of sensor and chip process manufacturing to the field of automotive electronics, rapidly improve the overseas production capacity compatible with MEMS and CMOS chip integrated process manufacturing, and improve the company's comprehensive competitive strength in the world, Sweden silex, a wholly-owned subsidiary of the company, has signed the equity acquisition agreement (hereinafter referred to as "spa") with ELMOs. Sweden silex plans to acquire the assets related to the automobile chip manufacturing line of ELMOs in Germany for 84.5 million euros (including 7 million euros of WIP). According to the signed PDK agreement, Germany FAB5 needs to pay another 20 million euros, which is the total amount to be paid in installments due to obtaining the PDK use license after the delivery of the production line. After the subsequent payment of 20 million euros, Germany FAB5 will obtain the ownership of PDK. According to the agreement of spa, Eloms has established a new special purpose company Dortmund semiconductor GmbH (hereinafter referred to as "project company" or "SPV") in Germany to undertake the underlying production line assets of ELMOs in Germany for the transaction. Thereafter, the SPV will become a fully funded subsidiary of silex in Sweden.
ELMOs, founded in 1984 and listed in 1999, currently has 1141 employees and is headquartered in Germany. It is a well-known vehicle specification semiconductor company. Developed by ELMOs, Germany We manufacture and sell all kinds of CMOS (complementary metal oxide semiconductor) chips and sensor chips. Our products cover automotive high-speed network communication interface chips, power regulator chips (which can provide efficient conversion of different voltages) and optical infrared sensor chips (it can realize contactless gesture induction with large screen or mobile phone), micro control chip of motor drive system (it can realize accurate control of automobile motor and real-time detection of operating physical parameters), MEMS (micro electro mechanical system) chip, etc. ELMOs also produces the world's leading special integrated circuit mainly used in mixed signal technology in automobile industry (ASIC) and semiconductor chips. The ELMOs automotive chip manufacturing line to be acquired was completed in 2009 and has been in good operation for 12 years.
At the 20th meeting of the 4th board of directors held on December 14, 2021, the company deliberated and approved the proposal on Swedish subsidiary's acquisition of German production line assets, and agreed to the acquisition of German production line assets by Sweden silex, And authorize the relevant person in charge of Sweden silex to sign the agreement related to this transaction (including the authorization of the shareholder units required by Sweden silex, i.e. the wholly-owned subsidiaries of the company, Beijing celex International Technology Co., Ltd. and global access Electronics Limited (HK)).
According to relevant laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
(1) Company name: ELMOs semiconductor se
(2) Company type: Societas europaea (SE) (European company)
(3) Company address: Heinrich Hertz Strasse 144227 Dortmund, Germany
(4) Registered capital: 17.7 million euros
(5) Total shares: 17700000
(6) Date of establishment: July 31, 1984
(7) Business scope / main business: the company's main business is the development, manufacturing and distribution of microelectronic product components and system components, mainly including special integrated circuits (ASIC) and special standard products (ASSP) and other technical equipment with similar functions
(8) Association relationship: the company has no association relationship with ELMOs semiconductor se.
(9) Key financial data (prepared in accordance with IFRS):
In thousands of euros
Project December 31, 2020 September 30, 2021 (Unaudited)
Total assets 395498421596
Total liabilities 85284135690
Net assets 310214285907
Project 2020 January September 2021 (Unaudited)
Revenue 232561236779
Operating profit 854337782
EBIT8,68738,304
Net profit 647225710
(10) As of November 2021, the total share capital of ELMOs in Germany is 17700000 shares, and its shareholder structure is as follows:
No. shareholder name / nature shareholding ratio
1Weyer Beteiligungsgesellschaft mbH and related parties22. 68%
2Jumakos Beteiligungsgesellschaft mbH17. 04%
3ZOE-VVG GmbH and related parties16. 29%
4Own Shares3. 34%
5Free float40. 66%
Total 100.00%
The counterparty is not a dishonest executee, and has no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel, etc., nor any other relationship that may or has caused the company to favor its interests.
3、 Basic information of transaction object
(i) SPV condition
1. Basic information of SPV
The SPV is newly established to complete this transaction. The main information of its registration is as follows:
(1) Company name: Dortmund semiconductor GmbH
(2) Company type: GmbH
(3) Company address: Heinrich Hertz stra ß E1, 44227 Dortmund
(4) Registered capital: 25000 euros
(5) Total shares: 1 share
(6) Date of establishment: November 25, 2021
(7) Business scope / main business: production and processing of microelectronic components (wafers) for integrated circuits. (8) related relationship: after the completion of this transaction, the SPV will become a wholly-owned subsidiary indirectly controlled by the company through silex, Sweden.
2. Ownership structure
Before the completion of this transaction, the equity structure of SPV is as follows:
Name of shareholder number of shares (shares) shareholding ratio
Elmos Semiconductor SE1100%
After the completion of this transaction, the equity structure of SPV is as follows:
Name of shareholder number of shares (shares) shareholding ratio
Silex Microsystems AB1100%
3. Financial data (simulated statement data prepared according to German GAAP standards):
Company
