X-FAB Silicon Foundries SE Announces Partial Exercise of the Over-Allotment Option and End of the Stabilization Period in Relation to the Initial Public Offering

The over-allotment option was partially exercised for an amount of EUR 26.4 million

Total size of the initial public offering following the partial exercise of the over-allotment option increased from EUR 400 million to EUR 426.4 million

TESSENDERLO, Belgium--()--PRESS RELEASE

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X-FAB Silicon Foundries SE (“X-FAB” or the “Company”), announces today the partial exercise of the over-allotment option by BNP PARIBAS, as stabilization manager on behalf of the underwriters, and the end of the stabilization period, in relation to its initial public offering (the “IPO” or the “Offering”) on Euronext Paris.

One of the selling shareholders, Sarawak Technology Holdings Sdn. Bhd., had granted the underwriting banks an option to purchase up to 5,000,039 additional shares at the IPO price of EUR 8.00, to cover over-allotments or short positions, which was exercisable for a period of 30 calendar days as from the first day of trading of the shares on Euronext Paris (i.e. April 6, 2017).

The underwriters have chosen to partially exercise the over-allotment option for 3,300,039 shares, raising, subject to a successful closing thereof, additional gross proceeds for Sarawak Technology Holdings Sdn. Bhd. by EUR 26.4 million. After the partial exercise of the over-allotment option, Sarawak Technology Holdings Sdn. Bhd. maintains a stake of 11.43% in X-FAB.

As a result, the total number of X-FAB shares offered in connection with the Offering amounts to 53,300,429 shares, thereby increasing the total offering size to approximately EUR 426.4 million. The free float increased to 40.76%.

TDK-Micronas GmbH sold its entire stake at IPO (EUR 15.9 million) and X-FAB’s main shareholder Xtrion has not sold any shares in the IPO, maintaining a stake of 46.8% in X-FAB (vs. 61.4% pre-IPO). The Company has agreed to a lock-up period of one year, its main shareholder Xtrion has agreed to a lock-up period of three years and Sarawak Technology Holdings Sdn. Bhd. and the management to a lock-up period of one year.

Post-stabilization announcement

All stabilization purchases were executed on Euronext Paris and took place on April 6, 2017. Details of the stabilization activity carried out by BNP PARIBAS or its affiliates on Euronext Paris as stabilization manager on behalf of the underwriters are as follows:

Date   Quantity of purchased ordinary shares   Number of transactions   Average purchase price   Price range
April 6, 2017 1,700,000 178 EUR 7.776 EUR 7.60 – 7.90

X-FAB at a glance

X-FAB is one of the world’s leading specialty foundry groups for analog/mixed-signal semiconductor technologies, providing manufacturing and design support services for customers that design analog/mixed signal Integrated Circuits (“ICs”). The Company manufactures customized analog/mixed-signal ICs for use in a variety of applications, with a focus on the automotive, industrial and medical end markets. Unlike some of the larger foundries in the IC market, X-FAB’s focus on producing highly customized analog/mixed-signal ICs typically leads to smaller production volumes that require more engineering input per unit with significant value added for its customers. Moreover, the Company has extensive experience in the fast growing segment of Micro Electro Mechanical Systems (“MEMS”), having invested in it over the last 20 years, and is a pioneer in 150mm silicon carbide (“SiC”) foundry services.

X-FAB is a global company operating six wafer manufacturing sites in Germany, France, Malaysia and the United States, with current aggregate production capacity of approximately 94,000 200mm equivalent wafer starts per month.

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Disclaimer

The information contained in this announcement is for general information only and does not purport to be full or complete. This announcement does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase securities and any purchase of, or application for, shares in the Company to be sold in connection with the Offering should only be made on the basis of information contained in the prospectus and any supplements thereto, as the case may be. Subject to certain restrictions, the prospectus is available at the offices of X-FAB France SAS and on www.xfab.com. This announcement is not a prospectus. Investors should not purchase or apply for any securities referred to in this document except on the basis of information contained in the prospectus. The prospectus contains certain detailed information about the Company and its business, management, risks associated with investing in the Company, as well as financial statements and other financial data. This announcement cannot be used as basis for any investment agreement or decision.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, South Africa, Canada or Japan or any other jurisdiction where to do so would be prohibited by applicable law. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, South Africa, Canada or Japan (or other excluded territories). The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. The Company has not registered, and does not intend to register, any portion of the Offering in the United States, and does not intend to conduct a public Offering of securities in the United States.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") other than France who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State of the European Economic Area) and any implementing measure in each relevant Member State of the EEA (the "Prospectus Directive") ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The Offering has only been made available to, and any invitation, offer or agreement to subscribe for, purchase, or otherwise acquire securities has been engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

Certain statements, beliefs and opinions in this press release are forward-looking, and reflect the Company's or, as appropriate, the Company directors’ current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. A multitude of factors can cause actual events, performance or results to differ significantly from any anticipated development. Forward looking statements contained in this press release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. As a result, the Company expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this press release as a result of any change in expectations or any change in events, conditions, assumptions or circumstances on which these forward-looking statements are based.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

No announcement or information regarding the Offering may be disseminated to the public in jurisdictions outside of France where a prior registration or approval is required for such purpose. No steps have been taken, or will be taken, for the Offering or shares of the Company in any jurisdiction outside of France where such steps would be required. The application for or purchase of shares of the Company are subject to special legal or statutory restrictions in certain jurisdictions. The Company is not liable if the aforementioned restrictions are not complied with by any person.

Contacts

Press Contacts
X-FAB Silicon Foundries
Uta Steinbrecher
+49-361-427-6489
uta.steinbrecher@xfab.com
www.xfab.com

Contacts

Press Contacts
X-FAB Silicon Foundries
Uta Steinbrecher
+49-361-427-6489
uta.steinbrecher@xfab.com
www.xfab.com