SGH Announces Exchange of $150.0 Million of its Existing 2.25% Convertible Senior Notes due 2026 for 2.000% Convertible Senior Notes due 2029 and Repurchase of Approximately 325,000 of its Ordinary Shares - Seite 3

In connection with the pricing of the New Convertible Notes, SGH entered into privately negotiated capped call transactions (the “New Capped Call Transactions”) with certain financial institutions (the “New Option Counterparties”). The New Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the New Convertible Notes, the number of ordinary shares of SGH underlying the New Convertible Notes.

The cap price of the New Capped Call Transactions will initially be $29.1375 per share, which represents a premium of 75.0% over the last reported sale price of SGH’s ordinary shares of $16.65 per share on January 18, 2023, and is subject to certain adjustments under the terms of the New Capped Call Transactions.

The New Capped Call Transactions are expected generally to reduce the potential dilution to SGH’s ordinary shares upon any conversion of the New Convertible Notes and/or offset any potential cash payments SGH is required to make in excess of the principal amount of converted New Convertible Notes, as the case may be, upon conversion of the New Convertible Notes. If, however, the market price per ordinary share, as measured under the terms of the New Capped Call Transactions, exceeds the cap price of the New Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the New Capped Call Transactions.

In connection with establishing their initial hedges of the New Capped Call Transactions, SGH expects certain of the New Option Counterparties or their respective affiliates to purchase ordinary shares concurrently with the pricing of the New Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of SGH’s ordinary shares, the Existing Convertible Notes or the New Convertible Notes at that time.

In addition, the New Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to SGH’s ordinary shares and/or purchasing or selling SGH’s ordinary shares or other securities in secondary market transactions following the pricing of the New Convertible Notes and prior to the maturity of the New Convertible Notes (and are likely to do so during any observation period related to a conversion of the New Convertible Notes). This activity could also cause or avoid an increase or decrease in the market price of SGH’s ordinary shares or the New Convertible Notes, which could affect the ability to convert the New Convertible Notes, and, to the extent the activity occurs during any observation period related to a conversion of New Convertible Notes, it could affect the value of the consideration that noteholders will receive upon conversion of the New Convertible Notes.