SFA Semicon Philippines Corporation Plans to Voluntarily Delist from PSE

SFA Semicon Co. Ltd. (SFA Korea) announced its intention to request the necessary approvals for the company's voluntary delisting from the Main Board of the Philippine Stock Exchange, Inc., as well as to make a tender offer for all outstanding common shares of the company owned by other shareholders, except those owned by members of the company's Board of Directors in respect of their qualifying common shares.

SFA Korea intends to do the tender offer at the price of P2.22 per share. This price is the higher of: (i) the highest valuation of the company’s shares based on the fairness opinion and valuation report dated August 20, 2024 prepared by R.G. Manabat & Co, an independent valuation provider, in accordance with applicable Philippine regulations, and (ii) the volume weighted average price of the company’s shares for one year immediately preceding the date of the letter of intent. The date of the letter of intent is also the same date as the approval by the Board of Directors of the voluntary delisting and this disclosure.

At a special meeting held on August 21, 2024, all of the members of the Board of Directors of the company, including its two independent directors, approved the filing of an application for the voluntary delisting subject to: (1) the approval of the shareholders of the company of the voluntary delisting, (2) the completion of the tender offer by SFA Korea; and (3) the showing by SFA Korea to the Philippine Stock Exchange, Inc. (PSE) that, following its acquisition of the tendered shares, SFA Korea has obtained a total of at least 95% of the total outstanding common shares of the company or such percentage as the PSE may allow to effect the voluntary delisting.

At the same meeting, all the members of the Board of Directors of the company approved to schedule the holding of a Special Stockholders’ Meeting on October 11, 2024, with record date of September 6, 2024, to submit for the approval of the shareholders the filing of an application for the voluntary delisting.

The company intends to file with the PSE the petition for voluntary delisting, and SFA Korea intends to launch the tender offer in support of the petition for voluntary delisting, as soon as stockholders’ approval on the voluntary delisting is obtained by the company.

In view of the foregoing and to ensure that the investing public would have equal access to the disclosed information, the company requested a voluntary trading suspension of its common shares for the whole day on August 22, 2024.