Wise Road Capital Ltd. entered into a definitive agreement to acquire MagnaChip Semiconductor Corporation (NYSE:MX) for $1.4 billion on March 25, 2021. Under the terms of the agreement, Magnachip shareholders will receive $29 in cash for each share of Magnachip’s common stock they currently hold. This all-cash transaction has an equity value of approximately $1.4 billion. The transaction is fully backed by equity commitments and not contingent on any financing conditions. The agreement provides for a termination fee of $42.1 million to be paid by MagnaChip to Wise Road and a termination fee of $105.3 million, subject to reduction to be paid by Wise Road to MagnaChip as per the scenarios listed in the merger agreement. Following the closing of the transaction, Magnachip’s management team and employees are expected to continue in their roles, and Magnachip will remain based in Cheongju, Seoul and Gumi, South Korea. The transaction is subject to customary closing conditions, including the receipt of MagnaChip shareholder approval, Chinese antitrust clearance and regulatory approvals. On May 26, 2021, U.S. Department of Treasury requested to file a notice concerning the merger and thereby undergo formal Foreign Investment in the United States review of the merger and the transaction is now subject to approval from Foreign Investment in the United States. The Board of Directors of Magnachip has unanimously approved the agreement and recommends that Magnachip shareholders vote in favor of the transaction. Magnachip's special meeting of stockholders is scheduled to take place on June 15, 2021. As of June 11, 2021, Magnachip's special meeting of stockholders is adjourned to June 17, 2021. On June 14, 2021, Magnachip received an "Order Establishing Interim Mitigation Measures” from the U.S. Department of Treasury on behalf of CFIUS and the Interim Order imposes that neither of Magnachip or South Dearborn shall take any action, directly or indirectly, to close, consummate, complete, or effectuate the purpose of the Merger. The special meeting of stockholders scheduled on June 17, 2021 is expected to be postponed. On June 30, 2021, based on an application filed by the Company and Parent on May 7, 2021, the State Administration for Market Regulation (“SAMR”) announced that the merger was cleared pursuant to the Anti-monopoly Law (China) on June 21, 2021. Under the terms of the merger agreement, the parties’ receipt of the clearance from SAMR satisfies one of the conditions to the closing of the merger. The closing of the merger remains subject to certain other conditions, including the receipt of authorization from the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and the Korean Ministry of Trade, Industry and Energy, in each case without the imposition of a burdensome condition as defined in the merger agreement. On August 23, 2021, parties agreed to make certain technical amendments to the agreement. On August 27, 2021, the Department of Treasury on behalf of CFIUS has sent a letter to the parties indicating that (i) CFIUS has identified risks to the national security of the United States arising as a result of the Merger, (ii) CFIUS has not identified any mitigation measures, (iii) absent new information arising during the investigation period that alters CFIUS’s assessment of the national security risks or the feasibility of mitigation measures to resolve those risks, CFIUS anticipates that it will refer the matter to the President for decision, and (iv) the parties could provide additional information to CFIUS for consideration. As of September 13, 2021, CFIUS had granted request to extend the CFIUS review period for the merger and it would commence on September 14, 2021 and conclude no later than October 28, 2021. By letter dated October 28, 2021, the Acting CFIUS Staff Chairperson notified the parties that CFIUS is undertaking an investigation, as amended, which will be completed no later than December 13, 2021. The termination date under the merger agreement has been extended from September 25, 2021 to December 25, 2021.The transaction is expected to close during the second half of 2021. J.P. Morgan Securities LLC served as exclusive financial advisor and fairness opinion provider for MagnaChip. Ross A. Fieldston, Xiaoyu Greg Liu and Ross Fieldston, Andrea Quek, Greg Liu, David Huntington, Caith Kushner, Sophia Gui, Jonathon Ashtor, Lawrence Witdorchic, Uri Horowitz, Jacqueline Rubin, Alex Oh, Steven Herzog, David Mayo, Peter Fisch, Richard Elliott, Yuni Sobel, Ellen Mao, William O'Brien and Jeffrey D. Marell of Paul, Weiss, Rifkind, Wharton & Garrison LLP, Richards, Layton & Finger, PA and Bo-Yong Ahn and Sun Yul Lee of Kim & Chang served as legal counsel to Magnachip. Robert Lee and Seth Prostic of BMO Capital Markets Corp. served as exclusive financial advisor and Keith A. Flaum of Hogan Lovells US LLP and Han Wonkyu and Kim Chee-Kwan of Lee & Ko served as legal counsel to Wise Road Capital LTD. Michael Diz and Sue Meng of Debevoise & Plimpton LLP is advising J.P. Morgan Securities LLC as financial advisor to Magnachip. Stephen M. Kotran of Sullivan & Cromwell LLP acted as exclusive financial adviser to BMO Capital Markets Corp. Innisfree M&A Inc. acted as the information agent to MagnaChip and will receive a fee of $0.03 million for its services. For services rendered in connection with the Merger and the delivery of its opinion, MagnaChip has agreed to pay J.P. Morgan a fee of up to $30 million, of which $5 million became payable to J.P. Morgan upon delivery of its opinion, and the remainder will become payable to J.P. Morgan upon the consummation of the merger.