Siltronic AG (WAF) Earnings Call Transcript & Summary

[Foreign Language] Good morning, good afternoon, good evening, ladies and gentlemen. Welcome to the conference call. Our chairperson today is Ms. Bernice Liu. Bernice, please begin your call, and I'll be standing by for the Q&A. Thank you.

Thank you, Regina. Good evening. My name is Bernice Liu from Nomura. Welcome to GlobalWafers' conference call to announce the execution of business combination agreement with Siltronic. Now I will pass over the time to GlobalWafers' Vice President and Spokesperson, Mr. William Chen. William?

Thank you, Bernice. Hello, everyone. Welcome joining today's call. I'm William Chen, GlobalWafers' Vice President and the company spokesman. We also have Doris Hsu, Chairperson and the CEO of GlobalWafers in this call. Doris will give us the transaction summary first and then I will present Siltronic overview and the transaction rationale. The final Q&A session will be hosted by Doris. For today's presentation file, we have uploaded onto company website. If you do not have the file on hands, please access into our website to get the most updated file. Please note that some information during our discussion today will consist of forward-looking statements, which are applied throughout the call and this presentation. These are subject to significant risks and uncertainties. Actual results or trends could differ materially from our forecast. Please refer to the safe harbor notice in our presentation disclaimer. Now I'd like to hand over the call to Doris.

Thank you, William. Good evening, ladies and gentle thank you again for joining us on this call today. On behalf of GlobalWafers, I am very pleased to announce that today, we have signed a business combination agreement with Siltronic, and we will be launching a voluntary takeover offer to acquire all of the outstanding ordinary shares of Siltronic. We believe that the combination of GlobalWafers and Siltronic will create a leading player in the global silicon wafer industry and allow us for the following 4 goals: number one, expanded production to satisfy growing demand; and number two, significantly increase business, financial and operational scale; and the third, further customer diversification; and the fourth, potential for meaningful synergies and value creation for our shareholders and customers. We believe that the transaction is in the best interests of both companies' shareholders, customers and other stockholders. Now let me introduce the summary of the transaction on Page 2 of the material. Please turn to Page 2. We are launching a voluntary takeover offer to Siltronic shareholders at an offer price of EUR 125 per share in cash, valuing 100% of Siltronic's equity at EUR 3.75 billion. In addition, in line with the Siltronic's dividend policy, the Executive Board of Siltronic will propose a dividend of approximately EUR 2 per share for fiscal year 2020, which is expected to be paid to Siltronic shareholders prior to the completion of this transaction. Our offer price represents a 48% premium to the 90 days average price of EUR 84.59 on November 29, 2020, prior to the ad hoc public disclosure of the advanced discussions between GlobalWafers and Siltronic. This offer price comes as a result of intensive negotiations between the parties, Siltronic and GlobalWafers over a number of months. We believe this offer represents an attractive and fair price for Siltronic and is highly compelling to Siltronic's shareholders. The Executive Board of Siltronic has already expressed its support for our offer, indicating that they consider the offer price to be attractive and also appropriate. We will be funding this transaction via committed acquisition financing as required under general regulations. Financing will, therefore, not be a condition precedent to the transaction. Both GlobalWafers and Siltronic are very excited about the transaction as we believe that it will create a leading player in the industry with a comprehensive product portfolio that can offer sophisticated products to all semiconductor customers globally. We believe that by bringing our 2 companies together, we will be able to expand production, technical capabilities and also operational efficiency to satisfy growing demand, significantly increase the financial and operational capabilities and scales of the business and also achieve further customers' diversification. Siltronic's largest shareholder, Wacker Chemie, has also signed a hard irrevocable undertaking agreements under which it will tender all of its Siltronic shares, representing approximately 30.8% of total Siltronic shares outstanding. This agreement precludes Wacker Chemie from switching its support to a competing offer should one arise, either before or during the acceptance period. Completion of the takeover offer will be subject to satisfaction of a minimum acceptance threshold of at least 65% of Siltronic's issued in outstanding ordinary shares inclusive of Wacker Chemie's 30.8% stock by the end of the acceptance period as well as customary regulatory approvals in the relevant jurisdictions. I will now hand the presentation over to William to provide a brief overview of Siltronic. Thank you very much. William, please?

Thank you, Doris. Let me start introducing the Siltronic overview. Please turn to Page 3. Established in 1968 and headquartered in Munich, Germany, Siltronic has long been one of the global leaders in the manufacturer and the sales of the semiconductor silicon wafers. Siltronic is a key supplier to all top 20 silicon wafer customers, including SK hynix, Samsung and Intel, among others. Originally, a whole-owned subsidiary of Wacker Chemie, Siltronic underwent a spin-off and became public listing in June 2015 on the Frankfurt Stock Exchange. Wacker Chemie further sold down its 51.8% stake to 30.8% in March 2017, and now plans to sell its entire remaining stock through this transaction. While the equity relationship between Wacker Chemie and Siltronic may be gone, we are aware of the very strong relationships that the 2 entities have and look forward to maintaining it as such, even after the transaction has been completed. Page 4. Siltronic operates production facilities in Europe, Asia and the U.S. and has a central R&D hub in Burghausen, Germany. It has high-volume production facilities in Germany and Singapore. In Singapore, a new crystal pouring hall has been built recently. Page 5. Siltronic recorded a revenue of around EUR 1.3 billion and EBITDA of EUR 409 million in 2019. It has demonstrated a strong resilience throughout the industry down-cycle and has profitability margins in line with industry average. As you are aware, the world around us is becoming smarter and more connected. We believe there will be tremendous growth and demand as a result of new technologies, such as AI, mobility, IoT and virtual reality. Recovery from the recent sector downturn is already underway, driven by increased demand for memory and 5G and their need for higher wafer usage. We also expect a strong growth in data traffic, driven by the growing adoption of digitalization as elated by the COVID-19 outbreak to support the recovery and the rebalancing of market demand and supply. Page 6, move on to the strategic rationale for the transaction. A combination of GlobalWafers and Siltronic will create a leading player in the global silicon wafer industry and lead to: the first, expanded production capabilities to meet the growing demand; the second, enhance financial and operational scale; the third, greater customer diversification; and the fourth, potential for meaningful synergy and value creation for GlobalWafers' shareholders and customers. Page 7. The addition of Siltronic's top-tier facilities will significantly enlarge our manufacturing capabilities to meet the growing demands as well as widen our geographical distribution channels. In terms of both product and geography, the combination will be highly complementary. We also believe there could be potential cost savings through operational excellence. We highly value Siltronic's brand and workforce and have agreed not to close any of Siltronic's German sites until at least the end of 2024 and maintain Siltronic's brand as per our business combination agreement. Page 8. The transaction will also significantly enhance our competitive position in the industry by creating the second-largest semiconductor silicon wafer manufacturer globally. The combination with Siltronic brings together 2 companies with complementary skills and resources, which will enable the combined business to invest more in capacity expansion. The transaction will also allow us to better compete with other players in the sector, which increasingly features new suppliers sponsored by government investments. From company history, GlobalWafers have consistently improved our competitive position in the market through internal growth and M&A. Regarding the M&A, over the last 12 years, we have made 4 notable acquisitions: GlobiTech in 2008; Covalent Materials' silicon wafer business in 2011; Topsil in middle 2016; and SunEdison Semiconductors in late 2016. In each of these transactions, we have been able to deliver successful post-merger integrations by genuine understanding the competitive advantage of each entity and therefore, being able to help NAND utilize the GlobalWafers' platform to unlock their true potential. We are confident in our ability to repeat our success with Siltronic as well. Page 9. GlobalWafers will gain significant financial and operational scale through this transaction. The combined GlobalWafers and Siltronic will produce pro forma combined LTM revenue of USD 3.7 billion and LTM estimated EBITDA of USD 1.4 billion. We also -- we will also virtually double our current R&D budget from USD 60 million to USD 140 million; the value of our total assets from USD 3.3 billion to USD 5.5 billion; and the workforce from 6,700 employees to almost 10,500. Page 10. Through this transaction, GlobalWafers will also strengthen its relationships with new and existing customers across Asia, Europe and North America. In particular, we believe we can leverage Siltronic's high degree of brand awareness in key markets to further diversify our customers' base. In addition, the combined entity offers the full suite of silicon products into applications, ranging from automotive to IOT. We believe our customers will benefit from our enhanced product portfolio and product quality. Page 11. The combined company will also have a more balanced diversified geographic revenue mix, with a stronger penetration into the Chinese market. We anticipate that the current and potential customers as well as partners of GlobalWafers and Siltronic will view this combination very positively as it will provide a much stronger business with broader product portfolios. Page 12. As mentioned earlier, GlobalWafers has had a successful run of acquisition globally that demonstrate consistently the ability to maximize the potential of each acquired company. Starting back in April 2008, we completed the acquisition of the U.S.-based GlobiTech, amid the global financial crisis, which was a high complementary business in terms of geographic exposure and the customer base. Subsequently, we acquired the Japan-based Covalent Materials' silicon wafer business in August 2011, further diversifying our geographical and customer coverage. Also, it transformed the GlobalWafers into a top 6 global silicon wafer manufacturer. In 2016, we were able to complete 2 more acquisitions. The first being the Denmark-based Topsil in July and the other being the U.S.-based SunEdison Semiconductor in December. Both companies were profit-losing at the time of their respective transactions. But after we acquired them, we were able to be -- successfully pivot on their competitive advantage and allow them to utilize the GlobalWafers' platform to maximize their potential, resulting in their substantial contribution to our bottom line, which, in turn, has created value for our shareholders. Our shareholders will experience exponential share price growth, witnessing our transformation from a USD 600 million company prior to our acquisition of SunEdison Semiconductor in 2016, to the USD 10 billion company we are today, in just 4 years. All these 4 transactions have been critical in preparing GlobalWafers to what we have become today: a top 3 player within the global silicon wafer market, with state-of-art technology and enhanced product offering. We believe we have the necessary knowledge and expertise to translate our prior success and experience with our acquired of Siltronic. There will be many areas for potential synergies arising out from this transaction. The first, revenue synergies: expansion of the product portfolio of both companies and broadened potential customer base and outreach; potential for cross-selling of the parties' complementary products; enhanced geographic diversification and distribution channels. The second, cost synergies: improved operational efficiency through the combination of both companies' best practices; optimization of the manufacturing network with shared logistic channels. The third, CapEx R&D synergies: accelerated R&D road map development from the collaborations of the technical IP and R&D personnel; potential development of new products through leveraging GlobalWafers' and the Siltronic's complementary technical know-how. Now I will hand it back to Doris for closing remarks and the Q&A. Doris, please? Thank you.

Okay. Thank you very much for joining us today. I think we are very happy that we have the deal signed and the agreement signed. So we hope that we are -- we are very positive that -- yes, we are very pleased that we have reached an agreement with Siltronic on this transaction today. I would like to reiterate that this transaction will be highly beneficial to both companies' shareholders, customers, employees and all other stakeholders. We very much look forward to working closely with the Siltronic team, matter of fact, who I have known for many years and hold in very high regard, and we're very excited that in fourth quarter to embark on this transformational new chapter of our company. With that, I would like to finish our presentation here. And also, we would like to open the floor for questions. Thank you very much. Thank you, William.

Thank you, Doris and William. [Operator Instructions] Now I'll hand it over to Regina to moderate the Q&A.

Thank you, Bernice. [Operator Instructions] Our first question comes from Sebastian Hou with CLSA.

I just have one follow-up question. The first one is that I think -- I look at -- the Board also approved a dividend the first -- the first half this year, which is $8 per share. So I think the payout ratio seems to be much lower compared to your previous payout ratio. So I'm just curious about, I think the -- this is because that you need to reserve more cash for the acquisition? Is that right? And second, if that's the case, and what's our dividend policy going forward? Are we likely to see that maybe in the next 12 or even 18 months that, in order to complete the deal, we may continue such a temporary low payout ratio before coming back up to like 80% plus, later. Is that right?

Yes. That's right. Thank you very much for your questions, Sebastian. Yes, we just announced yesterday that because starting from this year, we will pay a dividend 2 times a year. And the first payment for 2020 for the first half of this year, we're going to pay TWD 8 per share, which will be paid out in February next year. And yes, it's a bit lower than the ordinary, but please bear in mind that this is our very first time to pay -- to make 2 dividend payout every year. So this is the first time we made it. That doesn't mean that the second half we will keep it low. It's just that this is the first time we pay this, so we intentionally make it -- we keep a little bit more flexibility for the second -- for the second payout this year, which will be paid out in Q3 next year. So there are some factors we are considering, but it's not necessarily deal related. So actually, we also consider the foreign exchange, the impact from super weak U.S. dollar and super strong NT dollar. This FX -- potential FX impact that's one of the issue we are considering. And also, we -- internally, we have some very important debottlenecking and technology improvement, that had CapEx in very short term. So I think that those are very important investment for us. You might already know that we have already announced that we will have an investment for advanced epi capacity in Taiwan. So that's another big CapEx for us in Taiwan as well. So make a quick nutshell for this question, is that the first dividend payout for 2020 is a little bit lower than 50% of the ordinary. I mean, usually, we'll expect that what we are going to pay for the full year. But that doesn't mean that our 2020 dividend payout will be this low. That's just because that this is the first half. So the real whole year payout definitely will be with until that in AGM in June, during the AGM next year, we will make the final calculation for the second payout. I hope this is clear. Thank you very much for your question.

Okay. So I definitely understand the flexibility. But given -- if we -- so as it looks like Chairlady, you're still reserves are basically [indiscernible] that we're -- or you suggest that we might have a higher payout in the second half this year. And if that were to be the case, in order for the company to reach a similar payout we have the last 2 years, which is about 80% or in absolute terms TWD 25 per share, it looks like you're going to pay out 100% of all your second half earnings in order to make the full year have a similar payout ratio as we see in the past. Is that possible or achievable?

No, that's not the -- we don't have any firm plan yet. As I said that there are a lot of uncertainties out there, including foreign exchange rate fluctuation and the CapEx needed for short term, some specialty bottleneck and some of the rest capacity expansion. So we do have some short-term capital CapEx demand as well. So I didn't mean that we will make it as high as before, but I do want to keep some flexibility, make sure that everything is like what we are planning. We don't know that -- if there will be any headwinds from whether it's COVID-19 or -- there are still some uncertainties out there. So we just want to keep some flexibility there. Basically, the policy, stable dividend policy, this is still our plan. But we never commit that we will make 80%, 85%, 80% plus payout. That's our -- our goal is trying to keep high payout rate, but it's not a commitment. I think we will see the real operation, the real overall market stability and our overall expansion CapEx demand. All of those items will be taken into consideration. So we have to factor in all the factors, all the issues before we really make a final -- make a final proposal to AGM.

Our next question comes from sailing with Sunny Lin with UBS in Taiwan.

This is Sunny from UBS. I just have a very quick follow-up. So in terms of the synergy, well, I think in the past, you were able to improve the OpEx efficiency of the acquired companies in a very short period of time. But for Siltronic, considering the jurisdiction, their fab in Germany, how should we think about the OpEx after the consolidation?

Yes. I think that there are some special items. We think that we -- the combined company will be performing better than where we are today. But I think it's a little -- because I don't want to make too much detailed comments on this one before the deal succeeds. So there are several improvements we can expect, such as efficiency improvement and overall technology, operation excellency improvement. We do have a -- at some point, but I think it's a little bit too early to make too much comment for now. Sorry about that, Sunny.

No problem. So would it be fair to assume that for Siltronic consolidation, perhaps the improvement on OpEx side could be a bit more gradual versus the past?

Yes. I think so and I think Siltronic, they -- basically, Siltronic has very good management. Already, they have good management even on the OpEx as well. So I think the real synergy is not mainly from OpEx cut, not like the past several cases. There are some more growth factors, drivers to make the combined company stronger and better than before, so the technology efficiency and the time to market, we have a lot of positive things to work together instead of cutting down here and there. So the model will be a little bit different from before several case. Of course, we -- of course, we will -- when we are a combined company, we definitely will look into that, how to make the whole big companies more efficient than today. So both parties will improve, not only -- it's always -- same as in the past 4 transactions, I think the improvement and the benefits are always coming from not only one party, actually the whole party. So it means that when we combine the balance, the improvement will be coming from not only Siltronic's side, but also GlobalWafers' side as well.

Our next question comes from [ Lee Donald ] with JPMorgan in U.K.

So I just have 2 questions. The first one is you just have a fairly open-ended closing date of H2. I was just wondering if there are any specific regulatory authorities that you thought might take some time in order to complete the transaction given that lengthy timetable into next year? And the second question is just on -- you have a 65% acceptance condition, which suggests you're allowing for some minority shareholders to continue in that company. And then in your presentation, you do list a number of synergies that you expect to obtain. I was just wondering whether those synergies assumed full control of the company or if they can all be achieved with the listed minorities, or you'll consider your options regarding minority shareholders on completion of the deal?

Thank you very much for your question. For regulatory approvals, yes, we would need the regulatory approvals from quite some countries and jurisdictions. So far, we consulted with -- we have our experts and lawyers working together with us and have already made a lot of assessment. We are quite confident that we will get all the approvals in time. So there -- I don't think that there is any specific country or specific jurisdictions that we will be -- we will have to spend a bit more time than others. So basically, I think we just follow the procedures. Each country has different procedures, so -- but we think that by the second -- in the second half of next year, we should be able to get -- to get all the approvals. That's our view. So some will take a little bit longer just because their procedure's a little bit lengthy, longer than others. That's your first question. And the second question is that you're talking about the 65%. Yes, of course, when we're talking -- if we want to maximize the synergies, I think we need more combination, much closer; we have to work as one company. But are we going to really -- how do you make it? Are we going to -- how to make it a real one company, so is 65% enough or not? I think it's still a bit too -- there's no firm decision yet. We are -- there's no firm decision yet. We are working on our goal of 65%, and we believe that if we have 65%, we should be able to make further better control of the combined company. So that's our view, that's why we said it's 65%. And if we have 65% there, of course, there will be still some minor shareholders out there, and we are okay with that as long as that we can deliver our synergy.

Our next question comes from Robert Sanders with Deutsche Bank in Hong Kong.

Yes, hi. Deutsche Bank in London, actually. But yes, my first question is just on polysilicon supply. I'm just trying to understand how GlobalWafers works with SAS. So you, I think, source polysilicon from SAS, which also buys from Wacker. Wacker has a 40% share in semi-grade polysilicon. So I assume that SAS buys from Wacker, and that's a kind of arm's length relationship. I'm just kind of -- there is a concern out there that Wacker could benefit on top of the EUR 125 offer via a preferential deal or pricing volume deal through SAS to you. So I'd just love for you to address that. And the second thing is when you think about your leverage, Siltronic mentioned today that there was a second phase where -- regarding the financing after the bridge. So presumably, you will raise equity at a later stage because otherwise, your balance sheet won't be able to support greenfield expansion. Is that the case? I just wanted to check that.

Thank you very much. Wacker Chemie is one of the major polysilicon suppliers in the industry, almost every semiconductor company, solar company, everyone is Wacker Chemie's customer because they are one of the top 3 polysilicon supplier in the industry. So we -- of course, we are their customer for more than 20, 30 years. It's no exception; everyone in the market is. It's just the only difference that you got -- you allocate how much allocation to buffer, that depends on the negotiation and the quality, qualification status. So we have been working with Wacker. They've been supplying our poly -- solar-grade polysilicon and semiconductor-grade polysilicon for decades and same as what everyone in the market for solar and semicon other companies do, so no special difference for this. And it totally has nothing to do with the deal with the deal; with the deal, without the deal, no difference for this. So this is my first question to you. And your second question is about our financing. We have committed the project financing from DBS, and we have our own cash on hand. And so we have enough -- we have committed cash confirmation. We have the balance -- we have the cash for this deal. The bridge loan and the commitment, cash confirmation and the commitment from the bank. So what about next step? I think we don't have a firm plan here yet because it depends on how many shares we -- how many shares tender. So if we get -- for example, if we get 100% shares or 90% share, that means that we have to draw down much higher number of the capital for this project. Then we will decide that, okay, what next? How to lower -- how to bring down the debt, so maybe we will need some equity arrangement as well right after the deal close -- the completion of the whole deal. So we do have the plan. And this is nothing new. This is totally same as what we did in the past 12 years for the past 4 deals. So in the past 12 years, we always follow exactly same model. We get a good banker partners' support to close the deal and then we check our cash position and overall debt ratio. And then we decide we adjust that, or how we are going to lower the debt in a shorter period of time. Are we going to make an equity; or are we going to make a bond or whatever or syndicated? We have plenty of tools from the market, and we will check the cost and availability of each tool, then we will decide that which range will -- maybe we'll choose 1 or 2 or 3, several different combination approaches together to stop our cash flow from an issue. So basically, GWC's model, GlobalWafers' model is that we don't like a super-high debt ratio. No, we don't like the high leverage. So basically, close the deal, depends on how many shares we receive from the deal, and then we will check high our debt ratio is, and then we will work out our funding plan, the next step funding plan. Hope I made myself clear. And thank you very much for your question.

Our next question comes from Jeff Ohlweiler with Macquarie in Taiwan.

Can you talk a little bit about the difference in the product mix and also technology between the 2 companies?

Yes. We are -- our technologies are very complementary. We are -- you might know that we have very strong [ and often new ] technology. We have very strong SOI technology. We have diffusion product and knowledge. We have very good memory wafer, that means the polished wafer technology and we have compound technology. And on the other hand, for Siltronic, they have very high automation technology, and they have very high advanced node, like 300 millimeter epi technology. And also, they have some special unique high -- extremely high resistivity InGa growing. So they have some very unique technology. 5-year, very strong German engineering team. So both teams have different strengths from a technology viewpoint. But if you are talking about product mix, actually, both companies cover basically same -- so both companies are total solution providers. So that means that we support memory company, we support logic product, we support automotive, we support 5G, RF. So both company do the same thing. But the difference is that which one is strong. We are stronger on some areas, and they are stronger on the others. So that's the technology status of 2 companies. Thank you.

Okay. Just the second question. If you look at your earnings over the last few years, from the peak in 2018, you have much more stable earnings than they may have. Just kind of curious of what -- how do you evaluate you're much more stable in terms of earnings and kind of a small up-cycle/down-cycle versus them?

Yes, that's a very good question. We are -- our overall profitability performance, you are very right, that our overall profitability performance is much more stable than some peers. And main reason is because our LTA coverage is a bit higher than the average of the market. So we believe that higher coverage of LTA will -- means that more stable selling price. So -- and that definitely will cause a much lower -- much more stable earnings. As a matter of fact, this year, if the U.S. dollar -- if the FX is not as bad as what we are seeing today, if there was not so much headwinds on the FX, actually, our earnings performance could be much better than what you are seeing today. So the main difference is coming from the LTA strategy I would think. I would say that is the main reason. Thank you.

Our next question comes from Constantin with Jefferies in U.K.

Just a very quick one with regard to the 65% threshold here. So if you end up not achieving that, I'm just trying to get an understanding about really what happens next. Do you still go ahead and take over Wacker's stake? So maybe just some color here. And then my second question is in terms of the technology integration as soon as the deal does go through. Do you expect to continue operating with Siltronic's technology or really take it all in house?

Thank you. For the 65%, that is our goal that we think that we can maximize -- materialize the synergies. That's our view. So that's why we target our minimum threshold level at 65%. But if we really have some difficulty to get this percentage, as far as I know, I think there is some flexibility. If we really need to make some adjustment, we still have some room to adjust, but so far, we have only one goal, which is 65%, reach the minimum threshold. That's our goal. That's the best for both parties and the best for the combined company as well. So that's your first question. And the second question is the technology integration. For the technology integration, I think, look, let me explain a little bit about our background. As I said a couple of times in the past 30 minutes, that GlobalWafers have had 4 sizable M&As in the past 12 years. And we are very fortunate that all of those 4 projects turned out to be very successful. And one of the secret, one of the key reason why we are very successful is that if you know that our stock and our company's culture is it's a global family, global solutions. So we are a big team with a big platform. So every site, every site has its own very unique technologies or strength. And then when we become one company, you can always share your technology, you can learn from other sites. So by learning from other sites, you will improve your own technology and by sharing your technology, you will -- the other site will improve their technology as well. So that's how -- that's how we make the company so successful like one big family, and that's our culture. And now with -- if we are -- if after combination, Siltronic team will keep their very good technology. But again, this is a big family, a big platform. This is one big family, one big company with a big platform. So we will be able to -- on the platform, Siltronic will show their very unique strength, technology. And also, they can learn that the trade secret technology from our Korean fab, our Japanese fab, Taiwanese fab, American fab, we can share a lot of know-how there. But also, Siltronic's a very good special technology, ideas, scientists is some good R&D to learn. That will be shared from Siltronic to other sites as well. So whenever we have a good new family member joining the big platform, every site will improve. That's our idea. So to cut it short, I mean, that Siltronic will keep developing a lot of good technology by their own team and maybe even better, faster than before by using the platform. That's what we call synergy. So the real synergy is the platform and also the scale of the company. Thank you. I hope I made myself clear. Thank you.

Due to limited time, we will see -- going to take the last question from solid participant. Regina?

Our last question today comes from Joseph Chang with Macquarie in Hong Kong.

I just have one question on, do we have any feedback from Siltronic's institutional shareholders beside Wacker Chemie, which has already agreed to sell their shares?

Thank you, Joseph, for the questions. Yes, we have -- we have some -- we heard back some info from the institutional shareholders. Some of them are very supportive and some maybe -- basically, I think we see -- we have already received quite some support from institutional shareholders. And of course, we have seen some comments with a little bit different view. I think we did see that as well.

Yes. So I think we have time to take one more question. And so, Regina, please?

Our final question today comes from Donnie Teng with Nomura in Hong Kong.

I have 2 questions. So first one is a follow-up on the synergies. So if we check Siltronic's top 5 customers, I guess, we probably can benefit from the funding of Intel or SK hynix business, but I'm curious about whether we can still have other benefits, like from other potential new customers or new applications by leveraging Siltronic and the pure customer base?

Okay. Thank you very much, Donnie. This is a very good question and very important one. You are very right that not like the previous M&A cases customers-wise. Siltronic -- because both Siltronic and GlobalWafers are with some certain degree of scale, it's not like 4, 5 years ago or 8 years ago when we acquired Japanese companies or acquired MEMC. At that time, the synergy, I mean, bringing new customers; this synergy is much bigger than what we are doing today because we are basically serving almost all of our customers globally. And Siltronic also, Siltronic is a good company, they are serving a lot of customers globally. So many of our customers are kind of like same customers. Of course, some of the customers, they enjoy much higher share than us and some others, we are outperforming them, Siltronic, I mean, allocation-wise. So I would say that if we are focusing on that, of how many new customers we will receive from the combination, I think maybe not many, not like the deal we have done in the past 12 years. But if we are talking about from promise viewpoint, I think we will see some synergy. So for example, even same customer that we provide, we were qualified by that customer for a product, ABC, but they -- maybe they are supplying XYZ. And this kind of combination because the top 5 -- their top 5 customers and our top 5 customers are all huge companies. And those huge companies, they have plenty of product. So I think the synergy of this combination is more from a broadened product portfolio, more than more customers. I mean we do have a lot of same customers because our customers are all -- or most of our customers are very big globally. So you are very right. Yes, not that many new customers will be joining -- will be brought because of the combination. You are right.

Got it. So more like, maybe you can provide like a turnkey solution, something like that to a certain big customer to provide better service to customers, right?

Yes. That's exactly right. For example, some big customers, maybe we are supplying them some image sensor or RF-related products, and they are providing some other products. And we, together, when we are one company, a combined company, we will be a more total solution, a comprehensive and sophisticated solution provider to our customer. That's our expectation as well. And that's one of our reviews. We see very important synergy -- potential synergy for the combination as well.

Got it. My last question is, I think you have aware of that lovely basis of clearing about the 65% of the minimum acceptance level. So I'm just curious whether if our ultimate goal is still to acquire 100% of Siltronic's outstanding shares. And why I ask this is because as you have also mentioned of the holding -- the parent company, SAS, so assets can recognize the profit and also to get more cash dividend from oval wafers. So it is 100% still the ultimate goal for you and also, if we learn from the experience from SunEdison Semiconductors acquisition back in 4 years ago, we actually delivered SunEdison Semiconductors to save cost. Will we do the same thing after we have a meaningful controlling power of Siltronic?

Yes. That's a very important question for us as well. For SunEdison, 4 years ago, for SunEdison deal, the way in the U.S. is very different from EU. So when you get the more -- the vast majority vote from the shareholders and the whole company will --0 100% of the shares will be tendered to us. So -- and of course, since we're their sole shareholder, of course, the company will be delisted. And we did that not only for SunEdison, but also for the other company. Like Topsil, it used to be a Denmark-listed company, also delisted. So I think that's our -- in the past, that's our hope. But right now, in Europe, it's totally different. So I think that yes, we are open to -- we are open and, of course, what is welcome to have 100% share. But if we cannot make it, I think as long as that we have 65%, we are okay with that as well. The most important -- the most important goal for us is that we have to be able to materialize the potential synergies. That is very important. If it's just a financial investment, we cannot make any -- we cannot work together as one company, then the synergy will be much lower, then that's not what we want. But I think that if we have 65%, I think that we will be able to really make the combined company a very good one, really a very strong company. That's our view. So there is no firm decision today that are we going to have the company delisted? Are we going to take over -- try to make it 100%? No, we don't have any firm decision yet. Today, on the table, we have only decision that is 65% is our minimum acceptance level. That is our first goal. And we will see how many shares we can -- how many share we can get from the shareholders. We will see the standards in fact with the acceptance period of time, then we will decide on what or how to move next. So that's our plan for now. And no further firm decision for next step yet.

Thank you, Doris and William. That wraps up our investor conference. Thank you, everyone, for joining this GlobalWafers' investor conference. Thank you.

Thank you very much.