GWafers Singapore Pte. Ltd. entered into a implementation agreement to acquire SunEdison Semiconductor Limited (NasdaqGS:SEMI) for approximately $510 million on August 17, 2016. Under the terms of the agreement, GWafers will pay$12 for each issued and outstanding ordinary shares and restricted stock units outstanding and wiil pay cash equal to the excess, if any, of the transaction price per share over the exercise price per share for each such option. Performance-vesting RSUs will be deemed to vest at 100% of target level. Globe, parent of GWafers Singapore, has the right subject to the prior written consent of SunEdison Semiconductor and required clearance from the Securities Industry Council of Singapore to elect to effect the transaction by way of a tender offer pursuant to the terms and conditions set forth in the implementation agreement. Globe has agreed to use its reasonable best efforts to obtain acquisition financing pursuant to debt commitment letters entered into by Globe in connection with the transaction prior to the execution of the implementation agreement, and SunEdison Semiconductor has agreed to reasonably cooperate with Globe to obtain such financing. The debt commitment letters provide that the proceeds are to be used to fund payment of the transaction price to consummate the transaction and to fund payment of SunEdison Semiconductor’s primary credit facility. GlobalWafers will finance the transaction 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. The transaction has a no-shop provision. In event of termination, Globe will pay termination fees of $40 million and SunEdison Semiconductor will pay $19.2 million equivalent to 3.5% of equity value. Globe has deposited $40 million with Mega International Commercial Bank Co., Ltd., as escrow agent and account bank, to fund the reverse termination fee. The completion of the Transaction is subject to various customary conditions including obtaining the approval of SunEdison Semiconductor’s shareholders, the approval of the scheme of arrangement by the Court, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, regulatory approvals including clearance or approval of the Transaction by the Committee on Foreign Investment in the U.S., ACRA registration among other conditions. Globe’s ability to obtain the acquisition financing is not a condition to the completion of the transaction. The transaction has been unanimously approved by Board of Directors of Globe and SunEdison Semiconductor. SunEdison Semiconductor has obtained from the Securities Industry Council of Singapore confirmation that the Singapore Code on Take-overs and Mergers shall not apply to the transaction. The transaction is expected to close before the end of 2016. As of October 31, 2016, the Committee on Foreign Investment in the United States approved the deal, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired, and GlobalWafers and SunEdison Semiconductor have received approval from German antitrust authorities. Institutional Shareholder Services and Glass Lewis & Co. are recommending that shareholders of SunEdison Semiconductor vote to approve the proposed acquisition of SunEdison Semiconductor by GlobalWafers at the company's shareholder meeting on November 7, 2016. As on November 4, 2016, Investment Committee of the Ministry of the Economic Affairs of the Republic of China has approved the transaction and the Austrian antitrust authority has concluded its review. As a result, all pre-closing antitrust requirements have been completed. On November 7, 2016, SunEdison Semiconductor's shareholders approved the transaction. Nomura Singapore acted as financial advisor for GWafers Singapore. Barclays acted as financial advisor and William Seabaugh, Kristin Yemm, David Collier, LaDawn Naegle, Andrew Rodman, Robert Bell, Jennifer Mammen and Jennifer Stokes of Bryan Cave, LLP and Lawrence Tan, Low Poh Ling, Tan Su Yin and Hoon Chi Tern of Rajah & Tann acted as legal advisors to SunEdison Semiconductor. Australia & New Zealand Banking Group Limited (ASX:ANZ) acted as independent financial advisor to SunEdison Semiconductor. William F. Seabaugh and Kristin M. Yemm of Bryan Cave LLP acted as legal advisor for SunEdison Semiconductor and John Reiss, Arlene Hahn, Jonathan Olier, Jon Bowden, Michael Deyong and Adam Cieply of White & Case LLP acted as legal advisor for GlobalWafers Co. Andrew Ang and Quak Fi Ling of WongPartnership LLP acted as legal advisor for Nomura Singapore. GWafers Singapore Pte. Ltd. completed the acquisition of SunEdison Semiconductor Limited (NasdaqGS:SEMI) on December 2, 2016.