SEOUL, South Korea, February 17, 2022 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the company has commenced full-scale mass production of an organic light-emitting diode display driver integrated circuit (OLED DDIC) for OLED TVs.

The new OLED DDIC supports a maximum of 960 source output channels, and, coupled with a Chip On Film (COF) package and high-speed serial interface, it is an ideal solution for OLED TVs.
The new OLED DDIC supports a maximum of 960 source output channels, and, coupled with a Chip On Film (COF) package and high-speed serial interface, it is an ideal solution for UHD TVs.

 

The recent rise of streaming and console gaming usage amid COVID-19 has driven demand for large-sized high-definition TVs and, as a result, global TV manufacturers are releasing premium OLED TV models. Magnachip developed a DDIC product for UHD OLED TVs based on enhanced high-voltage analog process technology and sophisticated designs and began initial mass production of it at the end of last year.

The new DDIC supports a maximum of 960 source output channels, and, coupled with a Chip On Film (COF) package and high-speed serial interface, it is an ideal solution for UHD OLED TVs. With Magnachip’s advanced technology for optimizing resolution, the new product supports various resolutions between HD (1,366 x 768) and UHD 4K (3,840 x 2,160). It also can be applied to different sizes of panels, ranging from 40 to 80 inches.

According to Omdia, a global market research firm, the compound annual growth rate of global OLED TV panel shipments is forecast to grow 14% from 7.4 million units in 2021 to 12.7 million units in 2025. Accordingly, this trend is expected to increase the demand for high-performance OLED DDIC solutions.

“The market share of OLED TVs in the premium TV market is increasing,” said YJ Kim, Magnachip’s CEO. “Magnachip will strengthen its technical leadership in the OLED DDIC market for large-sized displays by delivering high-performance products in a timely manner and will continue to diversify its product portfolio with advanced OLED DDIC solutions to address a wider range of applications including various IT devices and automobiles.”

 

Related Link

Large DDIC

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,150 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
Investor.relations@maganachip.com
USA media / industry analysts:
Mike Newsom
LouVan Communications, Inc.
Tel. +1-617-803-5385
mike@louvanpr.com
Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
pr@maganachip.com

 

In the Media

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Enters Full-Scale Mass Production of OLED DDIC for OLED TVs

New Electronics     Magnachip begins mass production of “Display Driver” IC

– Fourth quarter revenue of $110.3 million was down 13.1% sequentially and down 22.8% year-over-year (YoY) due mainly to severe supply shortages especially for 28nm 12″ OLED wafers; Full-year revenue of $474.2 million decreased 6.5% YoY due primarily to a revenue decrease in our OLED business due to wafer supply shortages, offset in part by strong growth in our Power business.
– GAAP gross profit margin for the fourth quarter was 35.0%, down 170 bps sequentially and up 810 bps YoY; Full-year GAAP gross profit margin of 32.4% was an increase of 710 bps YoY due mainly to improved product mix, increased average selling price, and a higher utilization rate.
– GAAP diluted earnings per share (EPS) for the fourth quarter was $1.12; Full-year GAAP diluted EPS was $1.21.
– Non-GAAP diluted EPS for the fourth quarter was $0.31; Full-year non-GAAP diluted EPS was $1.09.
SEOUL, South Korea, Feb. 16, 2022 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the fourth quarter and full-year 2021.

Commenting on the results for the fourth quarter of 2021, YJ Kim, Magnachip’s chief executive officer stated, “For the fourth quarter, the demand and signals from our customers remained strong across the board. However, severe supply constraints continued to significantly limit our OLED revenue potential, which was partially offset by strong Power business. We reported $110.3 million in revenue and 31 cents in non-GAAP diluted EPS for the fourth quarter.”

Commenting on the full-year, YJ stated, “While our 2021 revenue was negatively impacted by continuing supply shortages, especially for 28nm 12″ OLED wafers, we delivered higher profitability in all of our key measures in 2021 compared to 2020. In addition, our team at Magnachip achieved critical milestones to fuel future growth; we broadened our customer base, further penetrated new applications, and enhanced our supply chain for additional manufacturing capacity, which is expected to come online in the later part of 2022. While our near-term outlook is still being challenged by persisting supply constraints, these developments reinforce our confidence and optimism about our long-term growth.”

Q4 and 2021 Financial Highlights

In thousands of U.S dollars, except share data
GAAP
Q4 2021 Q3 2021 Q/Q change Q4 2020 Y/Y change
Revenues
Standard Products Business
Display Solutions 41,298 58,528 down 29.4 % 82,705 down 50.1 %
Power Solutions 58,212 58,887 down 1.1 % 46,861 up 24.2 %
Transitional Fab 3 foundry services(1) 10,825 9,585 up 12.9 % 13,379 down 19.1 %
Gross Profit Margin 35.0 % 36.7 % down 1.7 %pts 26.9 % up 8.1 %pts
Operating Income 63,870 20,001 up 219.3 % 9,206 up 593.8 %
Net Income 53,611 10,768 up 397.9 % 66,581 down 19.5 %
Basic Earnings per Common Share 1.16 0.23 up 404.3 % 1.87 down 38.0 %
Diluted Earnings per Common Share 1.12 0.23 up 387.0 % 1.45 down 22.8 %

 

In thousands of U.S dollars, except share data
Non-GAAP(4)
Q4 2021 Q3 2021 Q/Q change Q4 2020 Y/Y change
Adjusted Operating Income 14,421 22,691 down 36.4 % 15,355 down 6.1 %
Adjusted EBITDA 18,144 26,361 down 31.2 % 18,582 down 2.4 %
Adjusted Net Income 14,606 20,073 down 27.2 % 17,268 down 15.4 %
Adjusted Earnings per Common Share—Diluted 0.31 0.42 down 26.2 % 0.40 down 22.5 %

 

In thousands of U.S dollars, except share data
GAAP
2021 2020 Y/Y Change
Revenues
Standard Products Business
Display Solutions 205,322 299,057 down 31.3 %
Power Solutions 227,777 166,462 up 36.8 %
Transitional Fab 3 foundry services(1) 41,131 41,540 down 1.0 %
Gross Profit Margin 32.4 % 25.3 % up 7.1 %pts
Operating Income(2) 83,407 27,016 up 208.7 %
Net Income(3) 56,708 344,965 down 83.6 %
Basic Earnings per Common Share 1.26 9.80 down 87.1 %
Diluted Earnings per Common Share 1.21 7.54 down 84.0 %

 

In thousands of U.S dollars, except share data
Non-GAAP(4)
2021 2020 Y/Y Change
Adjusted Operating Income 56,135 41,584 up 35.0 %
Adjusted EBITDA 70,701 52,919 up 33.6 %
Adjusted Net Income 51,059 28,260 up 80.7 %
Adjusted Earnings per Common Share—Diluted 1.09 0.73 up 49.3 %

(1)Following the consummation of the sale of the Foundry Services Group business and Fab 4 in Q3 2020, and for a period of up to three years, we will provide transitional foundry services to the buyer for foundry products manufactured in our fabrication facility located in Gumi (“Transitional Fab 3 Foundry Services”). Management believes that disclosing revenue of Transitional Fab 3 Foundry Services separately from the standard products business allows investors to better understand the results of our core standard products display solutions and power solutions businesses.

(2)For the year ended December 31, 2021, operating income of $83.4 million included net gain of $35.5 million that represented $70.2 million income from the recognition of a reverse termination fee, net of professional service fees and expenses of $34.7 million incurred in connection with the contemplated merger transaction.

(3)For the year ended December 31,2020, net income of $345.0 million included income from discontinued operations, net of tax, of $287.9 million, primarily attributable to the recognition of $287.1 million as gain on sale of the Foundry Services Group business and Fab 4. It also included income tax benefits of $46.2 million, mainly attributable to the recognition of differences between GAAP and cash tax expense of $43.9 million.

(4)Non-GAAP financial measures are calculated based on the results from continuing operations. Management believes that non-GAAP financial measures, when viewed in conjunction with GAAP results, can provide a meaningful understanding of the factors and trends affecting our business and operations and assist in evaluating our core operating performance. However, such non-GAAP financial measures have limitations and should not be considered as a substitute for net income from continuing operations or as a better indicator of our operating performance than measures that are presented in accordance with GAAP. A reconciliation of GAAP results to non-GAAP results is included in this press release.

Q1 2022 Financial Guidance
Our near-term outlook is still being challenged by persisting supply constraints especially for 28nm 12″ wafers.  While actual results may vary, looking into the next quarter, which typically presents seasonal softness, Magnachip anticipates Q1 2022 to be the bottom and currently expects:

  • Revenue to be in the range of $102 million to $108 million, including about $9 million of the Transitional Fab 3 Foundry Services.
  • Gross profit margin to be in the range of 34.5% to 36.5%

Q4 2021 Earnings Conference Call
Magnachip will host a conference call at 5 p.m. Eastern Time on February 16, 2022. The conference call will be webcast live and also is available by dialing toll-free at 1-844-536-5472. International call-in participants can dial 1-614-999-9318. The conference ID number is 1582546. Participants are encouraged to initiate their calls at least 10 minutes in advance of the 5 p.m. Eastern Time start time to ensure a timely connection. The webcast and earnings release will be accessible at www.magnachip.com. A replay of the conference call will be available the same day and will run for 72 hours. The replay dial-in numbers are 1-404-537-3406 or toll-free at 1-855-859-2056. The access code is 1582546.

Safe Harbor for Forward-Looking Statements
Information in this release regarding Magnachip’s forecasts, business outlook, expectations and beliefs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These statements include expectations about estimated historical or future operating results and financial performance, outlook and business plans, including first quarter 2022 revenue and gross profit margin expectations, and the impact of the COVID-19 pandemic or the emergence of various variants of the virus, escalated trade tensions and supply constraints on Magnachip’s first quarter 2022 and future operating results. All forward-looking statements included in this release are based upon information available to Magnachip as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, among others: the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 pandemic or the emergence of various variants of the virus, other outbreaks of disease, recessions, economic instability or civil unrest; manufacturing capacity constraints or supply chain disruptions; the impact of competitive products and pricing; timely design acceptance by our customers; timely introduction of new products and technologies; ability to ramp new products into volume production; industry wide shifts in supply and demand for semiconductor products; industry and/or company overcapacity or supply constraints; effective and cost efficient utilization of manufacturing capacity; financial stability in foreign markets and the impact of foreign exchange rates; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; compliance with U.S. and international trade and export laws and regulations by us, our customers and our distributors; change or ratification of local or international laws and regulations, including those related to environment, health and safety; public health issues, including the COVID-19 pandemic or the emergence of various variants of the virus; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic or the emergence of various variants of the virus that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks detailed from time to time in Magnachip’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Form 10-K filed on March 9, 2021 (amended on April 30, 2021), our Form 10-Qs filed on May 10, 2021, August 6, 2021 and November 5, 2021 (including that the impact of the COVID-19 pandemic, trade tensions and supply constraints may also exacerbate the risks discussed therein) and subsequent registration statements, amendments or other reports that we may file from time to time with the SEC and/or make available on our website. Magnachip assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

About Magnachip Semiconductor
Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip with more than 40 years of operating history, owns a portfolio of approximately 1,150 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

CONTACT:
In the United States:

So-Yeon Jeong

Jeong Consulting

Tel. +1-408-712-6151

Investor.relations@magnachip.com

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share data)
(Unaudited)

 

Three Months Ended Year Ended
  December 31,       September 30,      December 31,      December 31,      December 31,
2021 2021 2020 2021 2020
Revenues:
Net sales – standard products business $ 99,510 $ 117,415 $ 129,566 $ 433,099 $ 465,519
Net sales – transitional Fab 3 foundry services 10,825 9,585 13,379 41,131 41,540
Total revenues 110,335 127,000 142,945 474,230 507,059
Cost of sales:
Cost of sales – standard products business 62,206 71,641 92,503 283,503 338,420
Cost of sales – transitional Fab 3 foundry services 9,525 8,772 11,981 37,184 40,322
Total cost of sales 71,731 80,413 104,484 320,687 378,742
Gross profit 38,604 46,587 38,461 153,543 128,317
Gross profit as a percentage of standard products business net sales 37.5 % 39.0 % 28.6 % 34.5 % 27.3 %
Gross profit as a percentage of total revenues 35.0 % 36.7 % 26.9 % 32.4 % 25.3 %
Operating expenses:
Selling, general and administrative expenses 13,255 12,550 12,576 52,440 49,974
Research and development expenses 12,197 12,270 11,604 51,212 45,698
Merger-related costs (income), net (49,369) 1,552 653 (35,527) 653
Early termination and other charges, net (1,349) 214 4,422 2,011 4,976
Total operating expenses (income) (25,266) 26,586 29,255 70,136 101,301
Operating income: 63,870 20,001 9,206 83,407 27,016
Interest expense (132) (113) (1,625) (1,371) (18,147)
Foreign currency gain (loss), net 147 (7,579) 13,256 (11,853) (382)
Loss on early extinguishment of borrowings, net (766) (766)
Other income, net 947 1,608 767 3,786 3,110
Income from continuing operations before income tax expense 64,832 13,917 20,838 73,969 10,831
Income tax expense (benefit) 11,221 3,149 (47,064) 17,261 (46,228)
Income from continuing operations 53,611 10,768 67,902 56,708 57,059
Income (loss) from discontinued operations, net of tax (1,321) 287,906
Net income $ 53,611 $ 10,768 $ 66,581 $ 56,708 $ 344,965
Basic earnings (loss) per common share—
Continuing operations $ 1.16 $ 0.23 $ 1.91 $ 1.26 $ 1.62
Discontinued operations (0.04) 8.18
Total $ 1.16 $ 0.23 $ 1.87 $ 1.26 $ 9.80
Diluted earnings (loss) per common share—
Continuing operations $ 1.12 $ 0.23 $ 1.47 $ 1.21 $ 1.35
Discontinued operations (0.02) 6.19
Total $ 1.12 $ 0.23 $ 1.45 $ 1.21 $ 7.54
Weighted average number of shares—
Basic 46,369,520 46,449,234 35,582,966 44,879,412 35,213,525
Diluted 47,691,816 47,808,457 47,062,903 47,709,373 46,503,586

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share data)
(Unaudited)

 

December 31,
2021 2020
Assets
Current assets
Cash and cash equivalents $  279,547 $  279,940
Accounts receivable, net 50,954 64,390
Inventories, net 39,370 39,039
Other receivables 25,895 4,338
Prepaid expenses 7,675 7,332
Hedge collateral 3,060 5,250
Other current assets 2,619 9,321
Total current assets 409,120 409,610
Property, plant and equipment, net 107,882 96,383
Operating lease right-of-use assets 4,275 4,632
Intangible assets, net 2,377 2,727
Long-term prepaid expenses 8,243 4,058
Deferred income taxes 41,095 44,541
Other non-current assets 10,662 9,739
Total assets $  583,654 $  571,690
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable $     37,593 $     52,164
Other accounts payable 6,289 2,531
Accrued expenses 20,071 16,241
Accrued income taxes 11,823 12,398
Operating lease liabilities 2,323 2,210
Current portion of long-term borrowings, net 83,479
Other current liabilities 7,382 4,595
Total current liabilities 85,481 173,618
Accrued severance benefits, net 33,064 40,462
Non-current operating lease liabilities 1,952 2,422
Other non-current liabilities 10,395 9,588
Total liabilities 130,892 226,090
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value, 150,000,000 shares authorized, 55,905,320 shares issued and 45,659,304 outstanding at December 31, 2021 and 44,943,854 shares issued and 35,783,347 outstanding at December 31, 2020 559 450
Additional paid-in capital 241,197 163,010
Retained earnings 343,542 286,834
Treasury stock, 10,246,016 shares at December 31, 2021 and 9,160,507 shares at December 31, 2020, respectively (130,306) (108,397)
Accumulated other comprehensive income (loss) (2,230) 3,703
Total stockholders’ equity 452,762 345,600
Total liabilities and stockholders’ equity $   583,654 $   571,690

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)
(Unaudited)

 

 Three Months Ended Year Ended
December 31, December 31, December 31,
2021 2021 2020
Cash flows from operating activities
Net income $ 53,611 $ 56,708 $ 344,965
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 3,663 14,239 16,481
Provision for severance benefits 2,768 8,282 16,743
Amortization of debt issuance costs and original issue discount 261 2,220
Loss (gain) on foreign currency, net (175) 32,432 (23,233)
Restructuring and other charges 3,502
Merger-related costs (income), net (12,142) (12,142) 360
Provision for inventory reserves 760 2,244 3,695
Stock-based compensation 1,648 7,704 6,699
Loss on early extinguishment of borrowings, net 766
Gain on sale of discontinued operations (287,117)
Deferred income tax assets 893 918 (44,441)
Other, net (1,030) (613) 217
Changes in operating assets and liabilities
Accounts receivable, net 809 7,505 (19,268)
Unbilled accounts receivable, net 14,260
Inventories (1,378) (5,939) (816)
Other receivables 2,949 (2,338) 6,954
Other current assets 4,464 12,397 13,561
Accounts payable 4,755 (11,437) 3,960
Other accounts payable (4,084) (7,813) (12,000)
Accrued expenses (765) (2,406) (29,116)
Accrued income taxes 8,307 (1) 10,825
Deferred revenue 863 (131) 2,174
Other current liabilities (104) 1,445 279
Other non-current liabilities (732) (1,398) 3,521
Contributions to severance insurance deposit accounts (5,526) (5,688) (11,921)
Payment of severance benefits (1,907) (6,679) (12,076)
Other, net 80 193 (3,724)
Net cash provided by operating activities 57,727 87,743 7,470
Cash flows from investing activities
Proceeds from settlement of hedge collateral 1,219 5,214 13,762
Payment of hedge collateral (605) (3,349) (8,839)
Proceeds from disposal of property, plant and equipment 1,419 1,446 65
Purchase of property, plant and equipment (18,844) (32,212) (36,100)
Payment for intellectual property registration (159) (614) (741)
Collection of guarantee deposits 3,192 1,024
Payment of guarantee deposits (41) (5,001) (1,236)
Proceeds from sale of discontinued operations 350,553
Other, net 16 (114) (6)
Net cash provided by (used in) investing activities (16,995) (31,438) 318,482
Cash flows from financing activities
Repurchase of long-term borrowings (224,250)
Proceeds from exercise of stock options 359 4,279 3,918
Acquisition of treasury stock (1,653) (1,125)
Acquisition of stock under accelerated stock repurchase agreement (20,073) (20,073)
Payment under accelerated stock repurchase agreement (17,427) (17,427)
Repayment of financing related to water treatment facility arrangement (136) (563) (546)
Others (58) (107) (278)
Net cash used in financing activities (37,335) (35,544) (222,281)
Effect of exchange rates on cash and cash equivalents (151) (21,154) 24,612
Net increase (decrease) in cash and cash equivalents 3,246 (393) 128,283
Cash and cash equivalents at beginning of period 276,301 279,940 151,657
Cash and cash equivalents at end of period $ 279,547 $ 279,547 $ 279,940

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
RECONCILIATION OF OPERATING INCOME TO ADJUSTED OPERATING INCOME
(In thousands of U.S. dollars)
(Unaudited)

 

Three Months Ended Year Ended
December 31, September 30, December 31, December 31, December 31,
2021 2021 2020 2021 2020
Operating income $ 63,870 $ 20,001 $ 9,206 $ 83,407 $ 27,016
Adjustments:
Equity-based compensation expense 1,648 2,005 1,945 7,704 6,311
Inventory reserve related to Huawei impact of downstream trade restrictions (379) (1,081) (871) (1,460) 1,460
Expenses related to Fab 3 power outage 1,168
Merger-related costs (income), net (49,369) 1,552 653 (35,527) 653
Early termination and other charges, net (1,349) 214 4,422 2,011 4,976
Adjusted operating income $ 14,421 $ 22,691 $ 15,355 $ 56,135 $ 41,584

We present Adjusted Operating Income as a supplemental measure of our performance. We define Adjusted Operating Income for the periods indicated as operating income adjusted to exclude (i) Equity-based compensation expense, (ii) Inventory reserve related to Huawei impact of downstream trade restrictions, (iii) Expenses related to Fab 3 power outage, (iv) Merger-related costs (income), net and (v) Early termination and other charges, net.

For the year ended December 31, 2021, we recorded in our consolidated statement of operations net gain of $35,527 thousand that represented income of $70,200 thousand from the recognition of a reverse termination fee, net of professional service fees and expenses of $34,673 thousand incurred in connection with the contemplated merger transaction of the Company that was terminated in December 2021. For the same period, we also recorded $3,430 thousand of non-recurring professional service fees and expenses incurred in connection with the regulatory requests, partially offset by $1,419 thousand gain on sale of certain legacy equipment of the closed back-end line in our fabrication facility in Gumi (which was closed during the year ended December 31, 2018).

For the year ended December 31, 2020, we recorded in our consolidated statement of operations $4,422 thousand of early termination and other charges, net, in connection with the headcount reduction program offered and paid to the employees during the fourth quarter of 2020. During the same period, we also recorded $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA AND ADJUSTED NET INCOME
(In thousands of U.S. dollars, except share data)
(Unaudited)

 

Three Months Ended Year Ended
December 31, September 30, December 31, December 31, December 31,
2021 2021 2020 2021 2020
Income from continuing operations $ 53,611 $ 10,768 $ 67,902 $ 56,708 $ 57,059
Adjustments:
Interest expense, net (726) (439) 863 (1,238) 15,404
Income tax expense (benefit) 11,221 3,149 (47,064) 17,261 (46,228)
Depreciation and amortization 3,663 3,578 3,148 14,239 11,116
EBITDA 67,769 17,056 24,849 86,970 37,351
Equity-based compensation expense 1,648 2,005 1,945 7,704 6,311
Foreign currency loss (gain), net (147) 7,579 (13,256) 11,853 382
Derivative valuation loss (gain), net (29) (237) 74 (123) (148)
Loss on early extinguishment of borrowings, net 766 766
Inventory reserve related to Huawei impact of downstream trade restrictions (379) (1,081) (871) (1,460) 1,460
Expenses related to Fab 3 power outage 1,168
Merger-related costs (income), net (49,369) 1,552 653 (35,527) 653
Early termination and other charges, net (1,349) (513) 4,422 1,284 4,976
Adjusted EBITDA 18,144 26,361 18,582 70,701 52,919
Income from continuing operations $ 53,611 $ 10,768 $ 67,902 $ 56,708 $ 57,059
Adjustments:
Equity-based compensation expense 1,648 2,005 1,945 7,704 6,311
Foreign currency loss (gain), net (147) 7,579 (13,256) 11,853 382
Derivative valuation loss (gain), net (29) (237) 74 (123) (148)
Loss on early extinguishment of borrowings, net 766 766
Inventory reserve related to Huawei impact of downstream trade restrictions (379) (1,081) (871) (1,460) 1,460
Expenses related to Fab 3 power outage 1,168
Merger-related costs (income), net (49,369) 1,552 653 (35,527) 653
Early termination and other charges, net (1,349) (513) 4,422 1,284 4,976
GAAP and cash tax expense difference 907 (43,874) 907 (43,874)
Income tax effect on non-GAAP adjustments 9,713 (493) 9,713 (493)
Adjusted Net Income $ 14,606 $ 20,073 $ 17,268 $ 51,059 $ 28,260
Adjusted Net Income per common share—
– Basic $ 0.31 $ 0.43 $ 0.49 $ 1.14 $ 0.80
– Diluted $ 0.31 $ 0.42 $ 0.40 $ 1.09 $ 0.73
Weighted average number of shares – basic 46,369,520 46,449,234 35,582,966 44,879,412 35,213,525
Weighted average number of shares – diluted 47,691,816 47,808,457 47,062,903 47,709,373 46,503,586

 

We present Adjusted EBITDA and Adjusted Net Income as supplemental measures of our performance. We define Adjusted EBITDA for the periods indicated as EBITDA (as defined below), adjusted to exclude (i) Equity-based compensation expense, (ii) Foreign currency loss (gain), net, (iii) Derivative valuation loss (gain), net, (iv) Loss on early extinguishment of borrowings, net, (v) Inventory reserve related to Huawei impact of downstream trade restrictions, (vi) Expenses related to Fab 3 power outage, (vii) Merger-related costs (income), net and (viii) Early termination and other charges, net.

EBITDA for the periods indicated is defined as Income from continuing operations before interest expense, net, income tax expense (benefit) and depreciation and amortization. We prepare Adjusted Net Income by adjusting income from continuing operations to eliminate the impact of a number of non-cash expenses and other items that may be either one time or recurring that we do not consider to be indicative of our core ongoing operating performance. We believe that Adjusted Net Income is particularly useful because it reflects the impact of our asset base and capital structure on our operating performance. We define Adjusted Net Income for the periods as income from continuing operations, adjusted to exclude (i) Equity-based compensation expense, (ii) Foreign currency loss (gain), net, (iii) Derivative valuation loss (gain), net, (iv) Loss on early extinguishment of borrowings, net, (v) Inventory reserve related to Huawei impact of downstream trade restrictions, (vi) Expenses related to Fab 3 power outage, (vii) Merger-related costs (income), net, (viii) Early termination and other charges, net, (ix) GAAP and cash tax expense difference and (x) Income tax effect on non-GAAP adjustments.

For the year ended December 31, 2021, we recorded in our consolidated statement of operations net gain of $35,527 thousand that represented income of $70,200 thousand from the recognition of a reverse termination fee, net of professional service fees and expenses of $34,673 thousand incurred in connection with the contemplated merger transaction of the Company that was terminated in December 2021. For the same period, we also recorded $3,430 thousand of non-recurring professional service fees and expenses incurred in connection with the regulatory requests, partially offset by $1,419 thousand gain on sale of certain legacy equipment of the closed back-end line in our fabrication facility in Gumi (which was closed during the year ended December 31, 2018 and $727 thousand legal settlement gain related to certain expenses incurred in prior periods in connection with our legacy Fab 4 (which was sold during the year ended December 31, 2020) and awarded in the third quarter of 2021.

For the year ended December 31, 2020, we recorded in our consolidated statement of operations $4,422 thousand of early termination and other charges, net in connection with the headcount reduction program offered and paid to the employees during the fourth quarter of 2020. During the same period, we also recorded $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

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SOURCE Magnachip Semiconductor Corporation

 

SEOUL, South Korea, January 13, 2022 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the company has launched 11 new generation high-voltage 600V Super Junction Metal Oxide Semiconductor Field Effect Transistors (SJ MOSFETs). The company has already released product samples and plans to begin mass production of them in March 2022.

11 new generation high-voltage 600V Super Junction Metal Oxide Semiconductor Field Effect Transistors (SJ MOSFETs)
11 new generation high-voltage 600V Super Junction Metal Oxide Semiconductor Field Effect Transistors (SJ MOSFETs)

 

The new 2.5th generation (2.5G) 600V SJ MOSFETs were developed using new designs based on the latest process technology to improve switching functionality by more than 10% compared to previous generations. As a result, Magnachip has achieved lower switching loss and better power efficiency. For applications requiring high Electrostatic Discharge (ESD) ruggedness, a Zener diode is embedded between a gate and source in order to avoid damage to a MOSFET from an external surge or ESD.

The new product family of 600V SJ MOSFETs supports an Rds(on) (drain-source on resistance) of 190~580mOhm and comes in standard packaging formats, such as DPAK, TO-220F and TO-220SF. Therefore, these new 2.5G products can be widely used in products and applications including TVs, lighting infrastructure, fast chargers, adapters, PC power and industrial power supplies. They are also well suited for hard- and soft-switching topologies.

Magnachip has been delivering high-performance MOSFETs for the last 10 years. Cumulative shipments have now reached 2 billion units since the release of its first SJ MOSFET in 2013. Magnachip has supplied its current flagship 600V SJ MOSFETs to the world’s largest TV manufacturers and solidified its competitive edge in the SJ MOSFET market. Recently, major Korean TV manufacturers have stimulated demand by releasing premium models and demand for MOSFETs is expected to increase significantly along with the growth of premium TV market.

“With industry-proven technologies and products, Magnachip has satisfied the latest design requirements for both consumer and industrial markets,” said YJ Kim, CEO of Magnachip. “We will continue to develop cutting-edge power solutions like high-voltage SJ MOSFETs for automotive to expand our product portfolio and bring new capabilities to more applications.”

 

Related Link

HV MOSFETs_600V

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
Investor.relations@maganachip.com
USA media / industry analysts:
Mike Newsom
LouVan Communications, Inc.
Tel. +1-617-803-5385
mike@louvanpr.com
Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
pr@maganachip.com

 

In the media 

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Launches New Generation of High-Voltage 600V SJ MOSFETs for Wide Range of Consumer Products and Industrial Applications

logo     New generation of high-voltage 600V SJ MOSFETs for wide range of consumer products & industrial applications

Lower Rss(on) enables extremely fast battery charging

SEOUL, South Korea, January 12, 2022 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the company has launched new generation Low-Voltage Metal Oxide Semiconductor Field Effect Transistors (LV MOSFETs) featuring lower Rss(on)* for battery Protection Circuit Modules (PCMs) in smartphones.

 

Magnachip's new generation Low-Voltage Metal Oxide Semiconductor Field Effect Transistors (LV MOSFETs)

Magnachip’s new generation Low-Voltage Metal Oxide Semiconductor Field Effect Transistors (LV MOSFETs)

 

As demand for high-end 5G and LTE smartphones increases, extended battery life and strengthened protection features for batteries are becoming important. 5G phones, in particular, need long-lasting batteries with high endurance to process the large amount of data for fast download and upload. Magnachip developed the new generation LV MOSFETs with advanced overvoltage and overcurrent protection features to extend battery life and reduce overheating issues. Magnachip began mass production of this new 6.5th generation (6.5G) product last month and it is being used in a new 2022 flagship model from one of the world’s largest smartphone manufacturers.

The Rss(on) of this new 6.5G product is 20% lower than the previous version with the same chip size to reduce current loss and improve heat dissipation. This lower Rss(on) controls a high power density above 25W to prevent a battery from overheating and protect the PCM while the battery is being fast-charged. Also, PCM functionality has been greatly enhanced by an upgraded Electrostatic Discharge (ESD) protection diode. This diode mitigates a maximum of 2kV, based on the human-body model, of ESD to strengthen circuit protection and prevent damage to other smartphone components. Along with this powerful battery protection, the size of chip was significantly reduced to better meet the requirements of new smartphone models.

According to Omdia, a market research firm, the global smartphone market will grow 6.3%, with more than 1.4 billion units sold in 2022. The wireless earphone market is also rapidly growing, which will further drive up the demand for LV MOSFETs. Magnachip has sold more than 1.3 billion units of LV MOSFETs in the last 10 years and more than 900 million units of MOSFETs for battery PCMs. Leveraging its industry-leading technological know-how and business expertise, the company plans to reinforce its market leadership commensurate with the growth of the high-end 5G smartphone market.

“Despite the current global chip shortage, we are confident that we can maintain a strong supplier capability for our customers as an integrated device manufacturer for these new 6.5G products,” said YJ Kim, CEO of Magnachip. “We will continue to maintain a close rapport with our existing customers and expand our presence in the global market at the same time.”

* Rss(on): On resistance, the resistance value between sources of two protected MOSFETs during operation (ON)

 

About Magnachip Semiconductor

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
Investor.relations@maganachip.com
USA media / industry analysts:
Mike Newsom
LouVan Communications, Inc.
Tel. +1-617-803-5385
mike@louvanpr.com
Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
pr@maganachip.com

 

In the Media

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Introduces New Generation Low-Voltage MOSFET for Battery Protection Circuit Modules in Smartphones

New Electronics     Smartphone battery protection & fast-charging

SEOUL, South Korea, Jan. 7, 2022 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced that YJ Kim, Magnachip’s chief executive officer, and Shinyoung Park, chief financial officer, will host one-on-one meetings at the 24th Annual Needham Virtual Growth Conference on Thursday, January 13 and Friday, January 14, 2022.  Management is also scheduled to participate in a fireside chat on Friday, January 14 at 4:15 pm ET in Track 3.

A live webcast of the fireside discussion will be accessible via the “Investors” section of the Company’s website at www.magnachip.com, and the webcast will be archived for 90 days following the live presentation.

For more information about the conference or to request a one-on-one, please contact your Needham representative.

 

About Magnachip Semiconductor Corporation

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

CONTACTS:
In the United States:
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
investor.relations@magnachip.com

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SOURCE Magnachip Semiconductor Corporation

SEOUL, South Korea, January 6, 2022 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the company is expanding its organic light-emitting diode display driver integrated circuit (OLED DDIC) product lineup by developing a next generation OLED DDIC for automotive displays.

 

Magnachip develops next generation OLED DDIC for automotive displays
Magnachip develops next generation OLED DDIC for automotive displays

 

In recent years, the use of electric vehicles, autonomous driving and connected cars has been increasing and it has driven the demand for automotive semiconductors, which are essential for the rapid advancement of infotainment and driving safety. Magnachip is developing an OLED DDIC for automotive based on the 40nm process technology, which is designed for center stack displays and instrument cluster displays. The company plans to supply the new product to premium European car manufacturers in the first half of 2023.

The next generation DDIC supports a wide range of resolutions including FHD and it is also suited for both rigid and flexible OLED displays. Another key feature of this next generation DDIC is that it will be made as an “all-in-one solution,” which means that source drivers, gate drivers and timing controllers are integrated on a single chip. This feature will enable the production of cost-effective display panels consisting of fewer components.

According to Omdia, a global market research firm, the automotive display market is expected to grow from $8.2 billion in 2021 to $9.7 billion in 2025. Shipments of OLED panels are forecast to grow as they offer excellent image quality, high visibility and fast response times. The revenue of global automotive OLED panel market reached $117 million last year and it is expected to increase approximately 350% to $524 million in 2025 based on Omdia data.

“We are entering the OLED DDIC automotive market with a confidence based on our established industry leadership and heritage of working closely with our customers to develop products to meet their exact specifications,” said YJ Kim, CEO of Magnachip. “Vehicles incorporating displays based on our next-generation OLED DDIC technology represents another step in improved safety, functionality and convenience for consumers.”

 

About Magnachip Semiconductor
Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, computing, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,150 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
Investor.relations@maganachip.com
USA media / industry analysts:
Mike Newsom
LouVan Communications, Inc.
Tel. +1-617-803-5385
mike@louvanpr.com
Korea / Asia media:
Min A KIM
Senior manager of Public Relations
Tel. +82-2-6903-3392
pr@maganachip.com

 

In the Media

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Develops Next-Generation OLED DDIC for Automotive Displays

ETAuto.com     Magnachip to develop next-gen OLED DDIC for automotive displays

SEOUL, South Korea, Jan. 3, 2022 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX) announced today that Ms. Shinyoung Park has been promoted to Chief Financial Officer, effective as of January 1, 2022.  Ms. Park succeeds Dr. Young Soo Woo, who stepped down from the position effective as of the end of December 31, 2021.

Ms. Park joined Magnachip in 2014 and served as Chief Accounting Officer from March 2020 to December 2021. She previously served as Corporate Controller from November 2018 to February 2020.  Prior to joining Magnachip, Ms. Park held various senior advisory and audit service positions for 10 years with Deloitte in three different locations—Chicago, Illinois, Seoul, South Korea, and London, U.K.  Ms. Park holds a B.A. degree in business administration from Sogang University, Seoul, Korea, and a Master’s degree in hospitality industry studies from New York University.

“I am excited to announce Shinyoung’s appointment, which is also a testament to the breadth of leadership within our organization, as well as our mission of empowering talented individuals,” said YJ Kim, Magnachip’s Chief Executive Officer.  “Shinyoung has long been a valued member of our executive team, who played a critical role in building the strong finance and accounting team we currently have at Magnachip.  We believe her extensive experience with the company, comprehensive understating of our operational disciplines, and expertise in finance and accounting matters will be instrumental to Magnachip as we continue executing our plan for sustainable and profitable growth and focusing on delivering long-term values.”

YJ Kim commented, “On behalf of the Board of Directors and the entire management team, I would like to thank Young Soo for the contributions he has made to Magnachip during his tenure.  We wish him the best in his future endeavors.”

 

About Magnachip Semiconductor Corporation

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

CONTACT:

So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
Investor.relations@maganachip.com

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SOURCE Magnachip Semiconductor Corporation

– Magnachip initiates $37.5 Million Accelerated Stock Repurchase Agreement

SEOUL, South Korea, Dec. 21, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip Corp.” or the “Company”) (NYSE: MX), announced today that the Board of Directors has authorized the Company to repurchase up to $75 million of the Company’s common stock. As an immediate step towards implementing the approved stock repurchase program, the Company has entered into an accelerated stock repurchase agreement (the “ASR Agreement”) with JPMorgan Chase Bank, National Association (“JPM”) to repurchase an aggregate of $37.5 million of Magnachip’s common stock.

Pursuant to the terms of the ASR Agreement dated December 21, 2021, the Company will pay JPM $37.5 million in cash and will receive an initial delivery of approximately 1.0 million shares of the Company’s common stock. The final number of shares of common stock to ultimately be repurchased by the Company will generally be based on the average of the daily volume-weighted average stock prices of the Company’s common stock during the valuation period of the ASR Agreement, less a discount and subject to adjustments. Upon final settlement of the ASR Agreement, the Company may be entitled to receive additional shares of common stock from JPM or, under certain circumstances specified in the ASR Agreement, the Company may be required to deliver shares of common stock or make a cash payment, at its option, to JPM. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances under which the ASR Agreement may be accelerated, extended or terminated early by JPM and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to occur during the fiscal quarter ending March 31, 2022.

“Today’s announcement reflects the confidence of the management team and our Board of Directors in Magnachip’s financial strength, long-term growth strategy and ability to generate sustainable cash flow,” said YJ Kim, Magnachip’s chief executive officer. “It is also consistent with our commitment to enhance and return value to our shareholders. Our business has sound long-term fundamentals and we are poised to accelerate our MX 3.0 strategy, which we look forward to articulating in more detail at our investor call on January 6, 2022.”

Investor Conference Call
Magnachip will host an investor conference call at 5:00 pm Eastern time on January 6, 2022. The investor call will be webcast live and also is available by dialing toll-free at 1-844-536-5472 in US/Canada. International call-in participants can dial 1-614-999-9318. The conference ID number is 9163925. Participants are encouraged to initiate their calls at least 10 minutes in advance of the start time to ensure a timely connection. A live and archived webcast of the call will be accessible from the ‘Investors’ section of the company’s website at www.magnachip.com. A replay of the conference call will be available until 8:00 pm ET on January 13, 2022. The replay dial-in numbers are 1-404-537-3406 or toll-free at 1-855-859-2056. The conference ID number is 9163925.

About Magnachip Semiconductor Corporation
Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 outbreak, recessions, economic instability and the outbreak of disease; manufacturing capacity constraints or supply chain disruptions that may impact our ability to deliver our products or affect the price of components, which may lead to an increase in our costs, as well as impacting demand for our products from customers who are similarly affected by such capacity constraints or disruptions; the impact of competitive products and pricing; timely design acceptance by our customers; timely introduction of new products and technologies; ability to ramp new products into volume production; industry wide shifts in supply and demand for semiconductor products; industry and/or company overcapacity or supply constraints; effective and cost efficient utilization of manufacturing capacity; financial stability in foreign markets and the impact of foreign exchange rates; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; compliance with U.S. and international trade and export laws and regulations by us and our distributors; change or ratification of local or international laws and regulations, including those related to environment, health and safety; public health issues, including the COVID-19 pandemic; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

CONTACTS:
In the United States:

So-Yeon Jeong
Jeong Consulting
Tel. +1-408-712-6151
investor.relations@magnachip.com

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SOURCE Magnachip Semiconductor Corporation

SEOUL, South Korea, June 17, 2021 /PRNewswire/ — As previously announced, on March 25, 2021, Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, entered into an Agreement and Plan of Merger (the “Merger Agreement”) 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, among other things, and subject to the terms and conditions thereof, 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. 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 (as amended and supplemented, the “Proxy Statement”).

 

 

As announced in Magnachip’s Form 8-K filed with the SEC on June 16, 2021, the Company received an “Order Establishing Interim Mitigation Measures” (the “Interim Order”) from the U.S. Department of Treasury on behalf of the Committee on Foreign Investment in the United States (“CFIUS”) on June 15, 2021.  In light of the Interim Order, Magnachip today announced the postponement of its special meeting of stockholders, which was scheduled to be held at 8:00 p.m. Eastern time on June 17, 2021, pending further developments with respect to the Interim Order.

###

 

About Magnachip Semiconductor Corporation

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital. In connection with the proposed transaction, Magnachip has filed relevant materials with the SEC, including the Proxy Statement. Promptly after filing the Proxy Statement with the SEC, Magnachip mailed the Proxy Statement and a proxy card to each shareholder of Magnachip entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Magnachip may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAGNACHIP ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT MAGNACHIP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The Proxy Statement and other relevant materials in connection with the proposed transaction, and any other documents filed by Magnachip with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Magnachip and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, are set forth in the Proxy Statement filed with the SEC on May 7, 2021. Additional information regarding these individuals is set forth in Magnachip’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021, and Annual Report Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on April 30, 2021. To the extent Magnachip’s directors and executive officers or their holdings of Magnachip securities have changed from the amounts disclosed in those filings, to Magnachip’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company and Wise Road Capital and expressions of confidence, are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the possibility that any or all of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals, may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed transaction; that the transaction may not be completed in a timely manner or at all; the occurrence of any event, change or circumstance that could give rise to the termination of the definitive agreement with respect to the proposed transaction with Wise Road Capital; the diversion of and attention of management of the Company on transaction-related issues; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.

 

CONTACTS:

In the United States:
So-Yeon Jeong
Head of Investor Relations
Tel. +1-408-712-6151
investor.relations@magnachip.com

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SOURCE Magnachip Semiconductor Corporation