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Additional
Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between SunEdison Semiconductor and
GlobalWafers. In connection with the proposed transaction, SunEdison
Semiconductor will file a proxy statement with the U.S. Securities and Exchange
Commission (“SEC”). The proxy statement will be mailed to the shareholders of SunEdison Semiconductor. SHAREHOLDERS OF SUNEDISON
SEMICONDUCTOR ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF
ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement (when it becomes available), and any other documents filed
by SunEdison Semiconductor or GlobalWafers with the SEC, may be obtained
free of charge at the SEC’s website at
www.sec.gov
. Shareholders are
urged to read the proxy statement and the other relevant materials when they become available before making any decision with respect to the
proposed
transaction.
Certain Information Concerning Participants
Each of GlobalWafers, SunEdison Semiconductor and their respective directors and executive officers may be deemed to be participants in the
solicitation
of proxies from SunEdison Semiconductor shareholders in favor
of the proposed transaction. GlobalWafers currently owns approximately 4.9% of the
outstanding ordinary shares of SunEdison Semiconductor. Information about GlobalWafers and its directors and executive officers may be
found in the
Schedule 14A filed by GlobalWafers with the SEC on August
18, 2016. Information about SunEdison Semiconductor’s directors and executive officers
and their ownership of SunEdison Semiconductor’s ordinary shares is set forth in its proxy statement for its 2016 Annual General Meeting of
Shareholders
and its most recent annual report on Form 10-K.
Additional information regarding the direct or indirect interests of participants in the solicitation of proxies
in connection with the contemplated transactions, by security holdings or otherwise, will be included in the proxy statement and other materials
to be filed
with the SEC in connection with the transaction.
Cautionary Statement Regarding Forward-Looking Information
This material contains forward-looking statements. These statements include a
belief that the transaction can be closed by the end of the year and
expectations by GlobalWafers of the benefits of the transaction. These
forward-looking statements are subject to risks and uncertainties. Consequently,
actual results and experience may materially differ from those contained in any forward-looking statements. Such risks and
uncertainties include the risk
that the transaction may not be completed
in a timely manner or at all, which may adversely affect SunEdison Semiconductor’s business and the price of
its ordinary shares; the failure to obtain SunEdison Semiconductor shareholder approval of the proposed transaction; the possibility that the
closing
conditions to the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant a necessary
regulatory approval; delay in closing the transaction or the possibility of non-consummation of the transaction; the potential for regulatory
authorities to
require divestitures in connection with the proposed
transaction; the occurrence of any event that could give rise to termination of the Implementation
Agreement; the risk of shareholder litigation that may be instituted in connection with the contemplated transactions; risks related to the
diversion of
management’s attention from SunEdison
Semiconductor’s ongoing business operations; the failure of GlobalWafers to obtain the necessary financing to
complete the transaction; the effect of announcement of the transaction on SunEdison Semiconductor’s ability to retain and hire key
personnel and
maintain relationships with customers, suppliers and other
third parties; and difficult global economic and capital markets conditions. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
GlobalWafers
makes no commitment to revise or update any
forward-looking statements in order to reflect events or circumstances occurring or existing after the date
any forward-looking statement is made.
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