Magnachip Reaches Settlement with Engaged Capital, LLC

SEOUL, South Korea and SAN JOSE, Calif., May 27, 2016 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip” or the “Company”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced today that it has entered into a Settlement Agreement with Engaged Capital, LLC (“Engaged Capital”). Under the terms of the agreement, Camillo Martino and Melvin L. Keating will immediately join the Company as observers of the Company’s Board of Directors (the “Board”). In addition, the Company will nominate Mr. Martino for election to the Board at the Company’s 2016 Annual Meeting of Stockholders, together with six of MagnaChip’s incumbent directors, who will stand for reelection. Immediately after the 2016 Annual Meeting of Stockholders, the Board will appoint Mr. Keating as a director. Both Messrs. Martino and Keating will serve on the Board’s Strategic Review Committee upon becoming members of the Board.

“We welcome the addition of Camillo and Mel to the MagnaChip board. MagnaChip’s business continues to strengthen and over the last year, we have materially reduced operating costs and improved fab utilization. The board looks forward to leveraging both Camillo and Mel’s combined experience managing semiconductor businesses as we work to continue to enhance the value of MagnaChip for our shareholders,” stated Doug Norby, Chairman of the Board of MagnaChip Corporation.

“We were pleased to have been able to continue the constructive interaction we have enjoyed with the MagnaChip Board over the last year in adding Camillo and Mel as directors. As strong shareholder advocates and experienced semiconductor executives and dealmakers, we have confidence Camillio and Mel will work effectively with the rest of the board to optimize the value of MagnaChip for shareholders,” said Glenn W. Welling, Founder and CIO of Engaged Capital.

After the appointment of Mr. Keating to the Board following the 2016 Annual Meeting of Stockholders, the Board will be comprised of eight directors, each of whom is elected annually, and the Company agreed not to increase the size of the Board beyond ten directors during the term of the Settlement Agreement. The Company will present its director nominees in its definitive proxy materials, which will be filed with the Securities and Exchange Commission in due course. Pursuant to the Settlement Agreement, Engaged Capital has agreed to withdraw its notice of intent to nominate directors at the 2016 Annual Meeting of Stockholders, to vote all of its shares in favor of the Company’s nominees and, so long as Institutional Shareholder Services concurs, in favor of the Board’s recommendation related to certain ordinary business presented at the 2016 Annual Meeting of Stockholders. Engaged Capital has also agreed to a customary standstill provision.

MagnaChip’s 2016 Annual Meeting of Stockholders has not yet been scheduled. MagnaChip stockholders are not required to take any action at this time.

About Camillo Martino
Camillo Martino, age 54, currently serves as a Board Member and Executive Advisor to technology companies. Mr. Martino also served as a director and the Chief Executive Officer of Silicon Image, Inc. (formerly NASDAQ:SIMG), a leading provider of wired and wireless video, audio and data connectivity solutions, from January 2010 until the completion of its sale to Lattice Semiconductor Corporation in March 2015. From January 2008 to January 2010, Mr. Martino served as Chief Operating Officer of SAI Technology Inc., a supplier of LTE, Wi-Fi, Cloud RAN and security technology to the mobile communications industry, where he also served as a director from June 2006 to November 2010. From July 2005 to June 2007, Mr. Martino served as the President, CEO and Director of Cornice Inc., a technology supplier of portable storage solutions to the portable consumer and mobile phone markets. From August 2001 to July 2005, Mr. Martino served as the Executive Vice President and Chief Operating Officer at Zoran Corporation, a multinational digital technology company. Prior to that, Mr. Martino held multiple positions with National Semiconductor Corporation for a total of nearly 14 years. Mr. Martino holds a Bachelor of Applied Science in Electrical Engineering from the University of Melbourne and a Graduate Diploma in Digital Communications from Monash University (Australia).

About Melvin L. Keating
Melvin L. Keating, age 69, has been a consultant, providing investment advice and other services to private equity firms, since November 2008. He has served as a director of Red Lion Hotels Corporation, a hospitality company primarily engaged in the franchising, ownership and operation of hotels, since July 2010 and served as Chairman of the Board of Directors from January 2013 through September 2015. In addition, since September 2015, Mr. Keating has served as a director of Agilysys Inc., a leading technology company that provides innovative software for point-of-sale (POS), property management, inventory and procurement, workforce management, analytics, document management and mobile and wireless solutions and services to the hospitality industry. Mr. Keating also currently serves as a director of ModSys International Ltd. (NASDAQ: MDSY) (formerly BluePhoenix Solutions Ltd.), a legacy platform modernization provider, and served as the Chairman of its Board of Directors from February 2012 through May 2015. Prior to that, Mr. Keating served as the President and Chief Executive Officer of Alliance Semiconductor Corp., a worldwide manufacturer and seller of semiconductors, from 2005 to October 2008. Mr. Keating also previously served as Executive Vice President, Chief Financial Officer and Treasurer of Quovadx Inc., a healthcare software company, from 2004 to 2005. Prior to that, he was employed as a Strategy Consultant for Warburg Pincus Equity Partners from 1997 to 2004, providing acquisition and investment target analysis and transactional advice. During the course of his career, Mr. Keating also served on the Boards of Directors of the following public companies: API Technologies Corp; Integrated Silicon Solutions Inc.; Tower Semiconductor Ltd.; Integral Systems, Inc. (October 2010 – July 2011); White Electronic Designs Corp. (February 2009 – May 2010); Crown Crafts Inc. (August 2010 – August 2013); Bitstream, a/k/a Marlborough Software Development; Plymouth Rubber Co.; Price Legacy Corp.; InfoLogix, Inc. (April 2010 – February 2011); LCC International, Inc.; and Aspect Medical Systems Inc. (April 2009 – November 2009). Mr. Keating holds a B.A. degree in Art History from Rutgers University, as well as an M.S. in Accounting and an M.B.A in Finance, both from The Wharton School of the University of Pennsylvania.

About MagnaChip Semiconductor Corporation
Headquartered in South Korea, MagnaChip is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high-volume consumer applications. MagnaChip believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents, and extensive engineering 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.

About Engaged Capital, LLC

Engaged Capital, LLC was established in 2012 by a group of professionals with significant experience in activist investing in North America and was seeded by Grosvenor Capital Management, L.P., one of the oldest and largest global alternative investment managers. Engaged Capital is a limited liability company owned by its principals and formed to create long-term shareholder value by bringing an owner’s perspective to the managements and boards of undervalued public companies. Engaged Capital’s efforts and resources are dedicated to a single investment style, “Constructive Activism” with a focus on delivering superior, long-term, risk-adjusted returns for investors. Engaged Capital is based in Newport Beach, California.

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 statements about certain current and future events relating to its Board of Directors and the Board of Directors’ continued evaluation of strategic alternatives. 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 the risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. 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.

Additional Information and Where to Find It
This release may be deemed to be solicitation material in connection with the matters to be considered at the 2016 annual meeting of shareholders of MagnaChip (the “2016 Annual Meeting”). MagnaChip intends to file a proxy statement and a WHITE proxy card with the SEC in connection with any such solicitation of proxies from MagnaChip shareholders. MAGNACHIP SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain any proxy statement, any amendments or supplements thereto and other documents filed by MagnaChip with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at MagnaChip’s website at http://investors.magnachip.com/ in the “SEC Filings” section or by writing to MagnaChip at 60 South Market Street, Suite 750, San Jose, CA 95113.

Participants in the Solicitation
MagnaChip, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from MagnaChip’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information regarding MagnaChip and its directors and executive officers in MagnaChip’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2015, which was filed with the SEC on February 22, 2016, and MagnaChip’s Amendment No. 1 to its Annual Report on Form 10-K/A (the “Form 10-K/A”), which was filed with the SEC on April 29, 2016. To the extent holdings of MagnaChip securities by MagnaChip’s directors or executive officers have changed since the amounts disclosed in the Form 10-K and Form 10-K/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting.

CONTACT:
Robert Pursel
Director of Investor Relations
Tel. +1-408-625-1262
robert.pursel@magnachip.com

SEOUL, South Korea and SAN JOSE, Calif., May 23, 2016 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, was ranked second in the mobile AMOLED display driver IC (DDIC) global market by IHS, Inc., the leading global source of critical information and insight. According to IHS, MagnaChip held a 38% market share in the fourth quarter of 2015 based on unit shipments of its mobile AMOLED display driver IC.

IHS has estimated that Korea based AMOLED display makers led the global mobile AMOLED display panel market with shipments in 2015 capturing 99% global market share. MagnaChip, which designs and manufactures display driver ICs for the mobile AMOLED panel market, accounted for approximately 38% of the mobile AMOLED display driver ICs shipped in 2015.

Since 2009, MagnaChip has been supplying mobile AMOLED display driver IC products that service a wide range of form factors and resolutions from handsets, tablets and TVs including High Definition (HD) to Wide Quad High Definition (WQHD). MagnaChip’s rich IP portfolio and mixed-signal design and manufacturing expertise is the driving factor behind its ability to capture the second largest supplier position in the mobile AMOLED display driver IC market.

YJ Kim, MagnaChip’s CEO stated, “Mobile AMOLED display driver ICs have increasingly become a key product portfolio and high growth opportunity for MagnaChip as the global panel market moves to this new display technology.” Mr. Kim added, “We will continue to focus our efforts proactively in areas that attract new market segments and expand our market share with innovative products such as mobile AMOLED display driver ICs that meet the growing needs of our customers.”

About MagnaChip Semiconductor
Headquartered in South Korea, MagnaChip Semiconductor is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high volume consumer applications. MagnaChip Semiconductor believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents and extensive engineering and manufacturing process expertise. For more information, please visit www.magnachip.com.

CONTACTS:

In the United States:
Robert Pursel
Director of Investor Relations
Tel. +1-408-625-1262
robert.pursel@magnachip.com

In Korea:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-3195
chankeun.park@magnachip.com

SEOUL, South Korea and SAN JOSE, Calif., May 9, 2016 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced today that it has expanded its line of cost effective 0.18 micron multiple-time programmable intellectual property (MTP-IP) devices. Jointly developed with Yield Microelectronics Corporation (YMC) of Taiwan to address the increasing MTP-IP demand for microcontroller (MCU) and touch IC applications, it also enables cost-effective IC designs and high performance non-volatile memory solutions.

The new MTP-IP was developed by using MagnaChip’s 0.18 micron mixed signal 5V processes, which significantly reduce the number of mask layers and manufacturing process steps, making it possible to provide cost-competitive MTP solutions. This was accomplished through the use of smaller MTP cells offering diverse memory sizes ranging from low density to high density options. The new MTP-IP is operable at a wider range of voltages from 1.8V~5.5V, making the solution suitable for (MCU) applications.

This newly developed MTP-IP solution also provides high performance and reliability for more stringent customer applications and covers the wide-range of multiple-time programmable memory densities needed in the consumer electronics market. MagnaChip is enhancing its MTP-IP portfolio for customers by adding MTP-IP for 0.18 micron, mixed-signal 5V only processes as well as 0.35 micron BCD processes and 0.18 micron BCD and mixed-signal processes. Beyond current MCU and touch control panel applications, these new MTP-IP solutions are targeting the mid-to-low-tier consumer appliance markets, particularly in China. The jointly developed range of MTP-IP solutions simplifies the engineering process, reduces manufacturing processing time and enhances cost competitiveness.

“The continued collaboration between MagnaChip and YMC has produced greater innovation and variety in the types of MTP solutions being offered to customers,” said Daniel Huang, YMC’s President. “YMC sees its continued strategic partnership with MagnaChip as a long-term benefit to YMC and MagnaChip customers.”

“We are very pleased with our on-going collaboration with YMC, a leading IP solutions provider in Taiwan,” said YJ Kim, MagnaChip’s Chief Executive Officer. “Our continued partnership allows us to offer cost-effective, high-performance non-volatile memory solutions to meet the increasing application-specific needs of our global foundry customers.”

About Yield Microelectronics Corporation
Yield Microelectronics Corporation (YMC), located in Taiwan’s Chu-Pei city, is a specialized embedded logic multiple-time non-volatile memory (NVM) IP provider. YMC’s innovative NVM MTP-IP products are licensed to design houses and semiconductor foundries, allowing them to integrate crucial non-volatile memory with analog and digital functionality on a single chip. YMC’s NVM IP is characterized by its competitive cell and macro size, adopts logic-based architecture and features the scalability and ease of porting for different technologies and processes such as logic, high-voltage, mixed-mode, bipolar-CMOS-DMOS and many others. For more information, please visit www.ymc.com.tw.

About MagnaChip Semiconductor
Headquartered in South Korea, MagnaChip Semiconductor is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high volume consumer applications. MagnaChip Semiconductor believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents and extensive engineering and manufacturing process expertise. For more information, please visit www.magnachip.com.

CONTACTS:

In the United States:
Robert Pursel
Director of Investor Relations
Tel. +1-408-625-1262
robert.pursel@magnachip.com

In Korea:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-3195
chankeun.park@magnachip.com

Magnachip Reports First Quarter 2016 Financial Results

Total AMOLED Sales Increased 42% Sequentially

SEOUL, South Korea and SAN JOSE, Calif., May 5, 2016 /PRNewswire/ — MagnaChip Semiconductor Corporation (“MagnaChip”) (NYSE: MX), a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, today announced financial results for the first quarter ended March 31, 2016.

Revenue for the first quarter of 2016, a typically seasonally soft quarter, was $148.1 million, a 2.8% decline compared to $152.4 million for the fourth quarter of 2015, and down 10.2% compared to $164.9 million for the first quarter of 2015. Revenue was better-than-expected despite the closure of MagnaChip’s legacy 6″ semiconductor fab during the first quarter because of the strength in demand serviced by the company’s 8″ fabs. Foundry Services revenue in the first quarter of 2016 was $60.0 million and Standard Products Group revenue was $88.0 million.

Gross profit was $34.2 million, or 23.1% as a percent of revenue for the first quarter of 2016. This compared with gross profit of $29.9 million, or 19.6%, for the fourth quarter of 2015 and $35.0 million, or 21.2%, for the first quarter of 2015. Foundry gross profit was 23.8% and Standard Products Group gross profit was 23.6% in the first quarter of 2016.

Net income, on a GAAP basis, for the first quarter of 2016 totaled $8.1 million, or $0.23 per basic and diluted share, compared to net income of $22.9 million, or $0.66 per basic and diluted share in the fourth quarter of 2015 and a net loss of $20.0 million or $0.59 per basic share, for the first quarter of 2015. Net income in the first quarter of 2016 included a restructuring gain of $7.8 million from the sale of the Company’s legacy 6″ fab equipment, and a net foreign currency gain of $8.2 million, almost all of which is non-cash.

“Revenue in the first quarter exceeded our prior guidance, fueled by a 42% sequential increase in total sales for our AMOLED display drivers ICs, primarily for smartphones,” said YJ Kim, Chief Executive Officer of MagnaChip. Mr. Kim added, “MagnaChip is well positioned to benefit from the growing adoption of AMOLED technology in a range of mobile and wearable devices such as smartphones, tablets, smartwatches and virtual reality headsets, as well as in large displays for high-end televisions.”

Chief Financial Officer Jonathan Kim said, “As part of MagnaChip’s focus on managing costs, we closed a legacy 6″ fab in the first quarter.” Mr. Kim added, “While we continue to explore opportunities to further control spending and strengthen our balance sheet, we also are devoting considerable attention and financial resources to support revenue growth and a gradual recovery in our business that we expect over the course of this year.”

Adjusted Net Loss, a non-GAAP measurement, for the first quarter of 2016 totaled $2.8 million, or $0.08 per basic share, compared to Adjusted Net Income, also a non-GAAP measurement, of $5.2 million, or $0.15 per basic and diluted share, in the fourth quarter of 2015 and Adjusted Net Loss of $9.6 million, or $0.28 per basic share, for the first quarter of 2015.

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 MagnaChip’s business and operations. However, such non-GAAP financial measures have limitations and should not be considered as a substitute for net income 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 following the financial statements.

Cash and cash equivalents totaled $73.5 million at the end of the first quarter, essentially flat compared with the fourth quarter when excluding the one-time effects in the fourth quarter of pre-paid deposits for the sale of our 6″ fab equipment and prepayments received for end-of-life products related to the 6″ fab.

The following table sets forth information relating to our operating segments:

First Quarter and Recent Company Highlights
Total AMOLED display driver sales increased 42% in Q1 compared with Q4 2015
Closed a legacy 6″ fab and sold the 6″ fab equipment to a third party
Announced that cumulative shipments of OLED TV display driver ICs surpassed six million units
Began Delivery of e-Compass Sensors in China
Selected for “The Best Cooperative Partner Award” by Sitronix Technology
Announced its Annual U.S. Foundry Technology Symposium in Santa Clara and Austin in May 2016

Business Outlook

For the second quarter of 2016, MagnaChip anticipates:
Revenue will be in the range of $156 million to $162 million, a sequential increase of 5% to 9%, reflecting a recovery in the Foundry order pipeline and strong demand for AMOLED display driver ICs.
Gross profit to be in the range of 21% to 24% as a percent of revenue.

Conference Call
MagnaChip will hold a conference call at 5 p.m. EDT today (May 5, 2016) to discuss the first quarter financial results. The conference call will be webcast live and is also available by dialing 1-866-776-2061 in the U.S. or 1-706-679-0298 for all other locations. The conference ID number is 90598586 and participants are encouraged to initiate their calls at least 10 minutes in advance of the 5 p.m. EDT 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 access numbers are 1-855-859-2056 or 1-404-537-3406. The access code is 90598586.

About MagnaChip Semiconductor Corporation
Headquartered in South Korea, MagnaChip is a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products for high-volume consumer applications. MagnaChip believes it has one of the broadest and deepest ranges of analog and mixed-signal semiconductor platforms in the industry, supported by its 30-year operating history, a large portfolio of registered and pending patents, and extensive engineering 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.

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 statements about our future operating and financial performance, including second quarter 2016 revenue and gross profit expectations. 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 general economic conditions, 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, 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, and other risks detailed from time to time in MagnaChip’s filings with the SEC, including our Form 10-K filed on February 22, 2016 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.

CONTACTS:

In the United States:
Robert Pursel
Director of Investor Relations
Tel. +1-408-625-1262
robert.pursel@magnachip.com

In Korea:
Chankeun Park
Director of Public Relations
Tel. +82-2-6903-3195
chankeun.park@magnachip.com