Magnachip confirmed receipt of an unsolicited proposal.
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It comes from Cornucopia Investment Partners on behalf of itself and a group of investors, including financial sponsors led by Mr. Tim Crown, Yango financial holdings, Sino-Rock Investment Management Company Limited and Lombarda China Fund, to acquire all of the outstanding shares of Magnachip common stock, par value $0.01 per share (the "Common Stock"), for $35.00 per share in cash (assuming the number of shares on a fully diluted basis at closing of the transaction will be 47,470,416, as shown in the Magnachip's Form 10-Q filed on May 10, 2021) (the "Proposal").
The bid values the company at $1.66 billion.
As previously announced, on March 25, 2021, Magnachip entered into an Agreement and Plan of Merger with South Dearborn Limited, an exempted company incorporated in the Cayman Islands with limited liability ("Parent") formed by an affiliate of Wise Road Capital LTD ("Wise Road"), and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Magnachip (the "Merger"), with Magnachip continuing its corporate existence under the General Corporation Law of the State of Delaware as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent.
Under and subject to the terms of the Merger Agreement, each share of Common Stock issued and outstanding immediately before the effective time of the Merger (other than Excluded Shares and Dissenting Shares (as defined in the Merger Agreement)) will be cancelled and will cease to exist and will be automatically converted into the right to receive $29.00 in cash, without interest, subject to applicable withholding taxes.
In connection with the Merger, the Company filed its definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the "SEC") on May 7, 2021 (the "Proxy Statement").
Magnachip's Board of Directors, in consultation with its legal and financial advisors, will carefully review and consider the Proposal. Magnachip, Parent and Merger Sub have reached an agreement whereby, through June 16, 2021, Magnachip will have the right to participate in discussions with Cornucopia in connection with the Proposal for the sole purpose of determining whether the Proposal constitutes or could reasonably be expected to lead to a superior proposal.
Magnachip's Board of Directors has not yet made such a determination. In light of the Proposal, Magnachip expects to adjourn the special meeting of stockholders scheduled for 8:00 p.m. Eastern time on June 15, 2021 to June 17, 2021. The time of the adjourned meeting will be announced on June 15, 2021.
Magnachip remains subject to the Merger Agreement. Magnachip's Board of Directors has not changed its recommendation that Magnachip stockholders vote "FOR" the proposal to adopt the Merger Agreement and approve the Merger. ■