X-FAB acquires M-MOS

Regulatory News:

X-FAB Silicon Foundries SE (Euronext Paris: XFAB) (X-FAB or the Company) announces the application of article 7:97 of the Belgian Code on Companies and Associations (BCCA) in the context of the planned acquisition of M-MOS Semiconductor Hong Kong Limited, a fabless company focused on the development of MOSFET technologies.

X-FAB Silicon Foundries SE resolved to purchase 100% of the capital shares issued by M-MOS Semiconductor Hong Kong Limited (M-MOS) for a total of EUR 22.5 million (the Transaction). The sole seller of these shares is Xtrion NV.

Article 7:97, §1, second subparagraph of the Belgian Companies and Associations Code (BCAC) provides that listed companies (X-FAB) are not allowed to take any decision regarding a related party transaction without the prior approval by the board of directors having applied the special procedure contained in article 7:97 BCAC.

Considering that X-FAB and Xtrion are related parties in accordance with IAS 24, the decision to approve the purchase price and terms and conditions of the Share Transfer Agreement by the board of directors of X‑FAB, triggered the conflict of interests’ procedure for related party transactions under article 7:97 BCAC.

After advice from the committee of independent directors, dated December 21, 2023, the board of directors approved the Transaction and the signing of the Share Transfer Agreement. This decision is in line with the conclusion of the committee of independent directors, which states:

“It is the opinion of the Committee that the Transaction and the Share Transfer Agreement are:

- not such as to cause X-FAB a disadvantage which, in light of the strategy of X-FAB, is manifestly illegitimate; and

- in the interest of X-FAB and do not cause a disadvantage to X-FAB which would not be outweighed by benefits for X-FAB.”

The auditor has assessed the financial and accounting information mentioned in the related minutes of the board of directors and in the above-mentioned committee’s advice. The conclusion of the auditor reads as follows:

“Based on our review, nothing has come to our attention that causes us to believe that the financial and accounting data as included in the advice of the Committee of Independent Directors dated 21 December 2023 and in the minutes of the board of directors dated 21 December 2023, justifying the proposed Transaction, do not give, in all material respects, a true and fair view of, and are consistent with the information available to us in the context of our engagement.”¹