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

SEOUL, South Korea, June 11, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, today confirmed receipt of an unsolicited proposal from Cornucopia Investment Partners on behalf of itself and a group of investors, including financial sponsors led by Mr. Tim Crown, Yango financial holdings, Sino-Rock Investment Management Company Limited and Lombarda China Fund, to acquire all of the outstanding shares of Magnachip common stock, par value $0.01 per share (the “Common Stock”), for $35.00 per share in cash (assuming the number of shares on a fully diluted basis at closing of the transaction will be 47,470,416, as shown in the Magnachip’s Form 10-Q filed on May 10, 2021) (the “Proposal”).

 

 

As previously announced, on March 25, 2021, Magnachip 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 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. Under and subject to the terms of the Merger Agreement, each share of Common Stock issued and outstanding immediately before the effective time of the Merger (other than Excluded Shares and Dissenting Shares (as defined in the Merger Agreement)) will be cancelled and will cease to exist and will be automatically converted into the right to receive $29.00 in cash, without interest, subject to applicable withholding taxes. 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 (the “Proxy Statement”).

Magnachip’s Board of Directors, in consultation with its legal and financial advisors, will carefully review and consider the Proposal. Magnachip, Parent and Merger Sub have reached an agreement whereby, through June 16, 2021, Magnachip will have the right to participate in discussions with Cornucopia in connection with the Proposal for the sole purpose of determining whether the Proposal constitutes or could reasonably be expected to lead to a superior proposal.  Magnachip’s Board of Directors has not yet made such a determination.  In light of the Proposal, Magnachip expects to adjourn the special meeting of stockholders scheduled for 8:00 p.m. Eastern time on June 15, 2021 to June 17, 2021. The time of the adjourned meeting will be announced on June 15, 2021.

Magnachip remains subject to the Merger Agreement. Magnachip’s Board of Directors has not changed its recommendation that Magnachip stockholders vote “FOR” the proposal to adopt the Merger Agreement and approve the Merger.

 

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

– First quarter revenue of $123.0 million was down 13.9% sequentially and up 2.1% year-over-year (YoY).

– Gross profit margin for the first quarter was 27.9%, up 100 bps sequentially and up 370 bps YoY.

– GAAP diluted loss per share for the first quarter was $0.19.

– Non-GAAP diluted earnings per share was $0.22.

 

SEOUL, South KoreaMay 10, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the first quarter 2021.

 

 

“Magnachip delivered solid quarterly results despite the industry-wide supply constraints. Our revenue came in above the midpoint of the company’s Q1 revenue guidance range, driven by strong growth in the Power solutions business. Gross profit margin exceeded the high-end of our expectations due to the improved product mix and higher utilization,” said YJ Kim, Magnachip’s chief executive officer.

Due to the pending merger with an investment vehicle formed by an affiliate of Wise Road Capital LTD pursuant to a definitive agreement executed on March 25, 2021, Magnachip will not be hosting a quarterly earnings conference call and has suspended the practice of providing forward-looking guidance. Please review the ‘Investors’ section of the Company’s website for the quarterly financial results and SEC filings for the latest updates on the pending transaction.

 

Q1 2021 Financial Highlights

In thousands of US dollars, except share data

GAAP

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Revenues

Standard Products Business

Display Solutions

58,895

82,705

down

28.8%

77,593

down

24.1%

Power Solutions

54,011

46,861

up

15.3%

33,143

up

63.0%

Transitional Fab 3 Foundry Services(1)

10,113

13,379

down

24.4%

9,737

up

3.9%

Gross Profit Margin

27.9%

26.9%

up

1.0% pts

24.2%

up

3.7% pts

Operating Income (Loss) (2)

(2,091)

9,206

down

122.7%

5,965

down

135.1%

Net Income (Loss) (3)

(7,473)

66,581

down

111.2%

(23,749)

up

68.5%

Basic Earnings (Loss) per Common Share

(0.19)

1.87

down

110.2%

(0.68)

up

72.1%

Diluted Earnings (Loss) per Common Share

(0.19)

1.45

down

113.1%

(0.68)

up

72.1%

 

In thousands of US dollars, except share data

Non-GAAP(3)

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Adjusted Operating Income

9,971

15,355

down

35.1%

7,281

up

36.9%

Adjusted EBITDA

13,504

18,582

down

27.3%

9,895

up

36.5%

Adjusted Net Income

9,346

17,268

down

45.9%

1,092

up

755.9%

Adjusted Earnings per Common Share—Diluted

0.22

0.40

down

45.0%

0.03

up

633.3%

 

(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, the Company will provide transitional foundry services to the buyer for foundry products manufactured in the Company’s 
          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)     In Q1 2021, operating loss of $2.1 million included non-recurring professional fees and certain transaction related expenses of $9.8 
          million in connection with a definitive agreement (the “Merger Agreement”) that the Company entered into 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, and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger 
          Sub”). The Merger Agreement provides that, among other things, Merger Sub will be merged with and into the Company (the 
          “Merger”), with the Company continuing its corporate existence as the surviving corporation in the Merger and becoming a wholly 
          owned subsidiary of Parent.

(3)     In Q4 2020, total net income of $66.6 million included one-time recognition of deferred tax benefits 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 Magnachip’s 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.

 

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. 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 possibility that any or all of the conditions precedent to the consummation of the pending merger may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed merger; that the merger may not be completed in a timely manner or at all; the diversion of and attention of Magnachip’s management on merger-related issues; legal proceedings, judgments or settlements following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; 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; 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; 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 detailed from time to time in Magnachip’s filings with the SEC, including our Form 10-K filed on March 9, 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 Securities and Exchange Commission 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, 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

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Revenues:

Net sales – standard products business

$

112,906

$

129,566

$

110,736

Net sales – transitional Fab 3 foundry services

10,113

13,379

9,737

Total revenues

123,019

142,945

120,473

Cost of sales:

Cost of sales – standard products business

79,247

92,503

81,606

Cost of sales – transitional Fab 3 foundry services

9,390

11,981

9,737

Total cost of sales

88,637

104,484

91,343

Gross profit

34,382

38,461

29,130

Gross profit as a percentage of standard products

business net sales

29.8%

28.6%

26.3%

Gross profit as a percentage of total revenues

27.9%

26.9%

24.2%

Operating expenses:

Selling, general and administrative expenses

12,634

12,576

12,102

Research and development expenses

13,423

11,604

10,509

Early termination and other charges

10,416

5,075

554

Total operating expenses

36,473

29,255

23,165

Operating income (loss)

(2,091)

9,206

5,965

Interest expense

(1,041)

(1,625)

(5,607)

Foreign currency gain (loss), net

(4,671)

13,256

(30,971)

Loss on early extinguishment of borrowings, net

(766)

Other income, net

620

767

838

Income (loss) from continuing operations before

income tax expense

(7,183)

20,838

(29,775)

Income tax expense (benefit)

290

(47,064)

1,303

Income (loss) from continuing operations

(7,473)

67,902

(31,078)

Income (loss) from discontinued operations, net of tax

(1,321)

7,329

Net income (loss)

$

(7,473)

$

66,581

$

(23,749)

Basic earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.91

$

(0.89)

Discontinued operations

(0.04)

0.21

Total

$

(0.19)

$

1.87

$

(0.68)

Diluted earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.47

$

(0.89)

Discontinued operations

(0.02)

0.21

Total

$

(0.19)

$

1.45

$

(0.68)

Weighted average number of shares—

Basic

40,292,838

35,582,966

34,893,157

Diluted

40,292,838

47,062,903

34,893,157

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of U.S. dollars, except share data)

(Unaudited)

 

March 31,

December 31,

2021

2020

Assets

Current assets

Cash and cash equivalents

$

290,194

$

279,940

Accounts receivable, net

52,250

64,390

Inventories, net

29,964

39,039

Other receivables

5,649

4,338

Prepaid expenses

9,136

7,332

Hedge collateral

5,250

5,250

Other current assets

2,435

9,321

Total current assets

394,878

409,610

Property, plant and equipment, net

91,014

96,383

Operating lease right-of-use assets

4,592

4,632

Intangible assets, net

2,602

2,727

Long-term prepaid expenses

5,993

4,058

Deferred income taxes

42,906

44,541

Other non-current assets

9,422

9,739

Total assets

$

551,407

$

571,690

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$

43,357

$

52,164

Other accounts payable

8,261

2,531

Accrued expenses

17,867

16,241

Accrued income taxes

1,224

12,398

Operating lease liabilities

2,352

2,210

Current portion of long-term borrowings, net

83,479

Other current liabilities

6,558

4,595

Total current liabilities

79,619

173,618

Accrued severance benefits, net

39,070

40,462

Non-current operating lease liabilities

2,240

2,422

Other non-current liabilities

10,131

9,588

Total liabilities

131,060

226,090

Commitments and contingencies

Stockholders’ equity

Common stock, $0.01 par value, 150,000,000 shares authorized, 55,469,375 shares issued and 46,257,413

outstanding at March 31, 2021 and 44,943,854 shares issued and 35,783,347 outstanding at December 31, 2020        

555

450

Additional paid-in capital

250,829

163,010

Retained earnings

279,361

286,834

Treasury stock, 9,211,962 shares at March 31, 2021 and 9,160,507 shares at December 31, 2020, respectively

(109,407)

(108,397)

Accumulated other comprehensive income (loss)

(991)

3,703

Total stockholders’ equity

420,347

345,600

Total liabilities and stockholders’ equity

$

551,407

$

571,690

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of U.S. dollars)

(Unaudited)

 

Three Months Ended  

March 31,
2021
  

March 31,
2020
  

Cash flows from operating activities

Net loss

$       (7,473)

$     (23,749)

Adjustments to reconcile net loss to net cash provided by operating activities

Depreciation and amortization             

3,448

7,935

Provision for severance benefits          

1,771

5,071

Amortization of debt issuance costs and original issue discount  

261

598

Loss on foreign currency, net

14,873

38,480

Restructuring and other charges          

9,504

2,138

Provision for inventory reserves           

1,504

570

Stock-based compensation   

1,646

885

Deferred income tax assets  

30

23

Others, net 

124

107

Changes in operating assets and liabilities

Accounts receivable, net        

9,794

(10,430)

Unbilled accounts receivable, net        

6,937

Inventories

6,071

(4,863)

Other receivables    

(1,438)

1,982

Other current assets

5,427

909

Accounts payable    

(7,701)

1,988

Other accounts payable         

(2,009)

(1,817)

Accrued expenses   

(3,532 )

(6,611)

Accrued income taxes            

(10,700)

(274)

Other current liabilities            

1,087

1,336

Other non-current liabilities   

18

1,808

Payment of severance benefits            

(1,493)

(2,080)

Others, net 

12

125

Net cash provided by operating activities      

21,224

21,068

Cash flows from investing activities

Proceeds from settlement of hedge collateral  

4,239

Payment of hedge collateral 

(7,841)

Purchase of property, plant and equipment       

(1,082)

(3,351)

Payment for intellectual property registration    

(171)

(229)

Payment of guarantee deposits           

(76)

Others, net 

(35)

55

Net cash used in investing activities               

(1,364)

(7,127)

Cash flows from financing activities

Proceeds from exercise of stock options            

2,538

Acquisition of treasury stock  

(1,540)

(1,021)

Repayment of financing related to water treatment facility arrangement    

(144)

(135)

Repayment of principal portion of finance lease liabilities             

(16)

(60)

Net cash provided by (used in) financing activities     

838

(1,216)

Effect of exchange rates on cash and cash equivalents            

(10,444)

(7,089)

Net increase in cash and cash equivalents  

10,254

5,636

Cash and cash equivalents

Beginning of the period    

279,940

151,657

End of the period

$    290,194

$    157,293

 

MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES

RECONCILIATION OF OPERATING INCOME TO ADJUSTED OPERATING INCOME

(In thousands of U.S. dollars)

(Unaudited)

 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Operating income (loss)

$

(2,091)

$

9,206

$

5,965

Adjustments:

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Inventory reserve related to Huawei impact of

downstream trade restrictions

(871)

Adjusted operating income

$

9,971

$

15,355

$

7,281

 

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

For the three months ended March 31, 2021, early termination and other charges eliminate $10,416 thousand, of which $9,831 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger. For the three months ended March 31, 2020, early termination and other charges eliminate $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

For the three months ended December 31, 2020, early termination and other charges eliminate $5,075 thousand, of which $4,422 thousand related to the reduction of workforce under a voluntary resignation program and non-recurring professional service fees, and $653 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger.

 

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

March 31,

December 31,

March 31,

2021

2020

2020

Income (loss) from continuing operations

$

(7,473)

$

67,902

$

(31,078)

Adjustments:

Interest expense, net

420

863

4,930

Income tax expense (benefit)

290

(47,064)

1,303

Depreciation and amortization

3,448

3,148

2,570

EBITDA

(3,315)

24,849

(22,275)

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Foreign currency loss (gain), net

4,671

(13,256)

30,971

Derivative valuation loss (gain), net

86

74

(117)

Loss on early extinguishment of borrowings, net

766

Inventory reserve related to Huawei impact of

downstream trade restrictions

(871)

Adjusted EBITDA

$

13,504

$

18,582

$

9,895

Income (loss) from continuing operations

$

(7,473)

$

67,902

$

(31,078)

Adjustments:

Equity-based compensation expense

1,646

1,945

762

Early termination and other charges

10,416

5,075

554

Foreign currency loss (gain), net

4,671

(13,256)

30,971

Derivative valuation loss (gain), net

86

74

(117)

Loss on early extinguishment of borrowings, net

766

Inventory reserve related to Huawei impact of

downstream trade restrictions

(871)

GAAP and cash tax expense difference

(43,874)

Income tax effect on non-GAAP adjustments

(493)

Adjusted Net Income

$

9,346

$

17,268

$

1,092

Adjusted Net Income per common share—

– Basic

$

0.23

$

0.49

$

0.03

– Diluted

$

0.22

$

0.40

$

0.03

Weighted average number of shares – basic

40,292,838

35,582,966

34,893,157

Weighted average number of shares – diluted

47,470,416

47,062,903

35,883,200

 

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) Early termination and other charges, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss (gain), net, (v) Loss on early extinguishment of borrowings, net and (vi) Inventory reserve related to Huawei impact of downstream trade restrictions. EBITDA for the periods indicated is defined as Income (loss) from continuing operations before interest expense, net, income tax expense (benefit) and depreciation and amortization.

We present Adjusted Net Income by adjusting income (loss) 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 (loss) from continuing operations, adjusted to exclude (i) Equity-based compensation expense, (ii) Early termination and other charges, (iii) Foreign currency loss (gain), net, (iv) Derivative valuation loss (gain), net, (v) Loss on early extinguishment of borrowings, net, (vi) Inventory reserve related to Huawei impact of downstream trade restrictions, (vii) GAAP and cash tax expense difference and (viii) Income tax effect on non-GAAP adjustments.

For the three months ended March 31, 2021, early termination and other charges eliminate $10,416 thousand, of which $9,831 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger. For the three months ended March 31, 2020, early termination and other charges eliminate $554 thousand of non-recurring professional service fees and expenses incurred in connection with certain treasury and finance initiatives.

For the three months ended December 31, 2020, early termination and other charges eliminate $5,075 thousand, of which $4,422 thousand related to the reduction of workforce under a voluntary resignation program and non-recurring professional service fees, and $653 thousand related to non-recurring professional fees and certain transaction related expenses incurred in connection with the Merger.

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/magnachip-reports-results-for-first-quarter-2021-301287179.html

SOURCE Magnachip Semiconductor Corporation

SEOUL, South Korea, April 26, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX) will provide a press release with fiscal first quarter 2021 results before the market opens on Monday, May 10, 2021. This release will be accessible from the ‘Investors’ section of the company’s website at www.magnachip.com.

 

 

Magnachip will not host a conference call to discuss its results for the first quarter of 2021, as the Company entered into a definitive agreement with investment vehicles formed by an affiliate of Wise Road Capital LTD in a take private transaction on March 25, 2021.

 

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

 

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SOURCE Magnachip Semiconductor Corporation

– Magnachip shareholders to receive $29.00 in cash per share
– Represents a 54% premium to Magnachip’s unaffected closing price of $18.83 on March 2, 2021 and a 75% premium to the 3-month volume-weighted average share price

SEOUL, South Korea, March 26, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, today announced that it has entered into a definitive agreement (the “Agreement”) with South Dearborn Limited, a company incorporated in the Cayman Islands, and Michigan Merger Sub, Inc., a Delaware corporation, which are investment vehicles established by Wise Road Capital LTD and certain of its limited partners (“Wise Road”).

Under the terms of the Agreement, Magnachip shareholders will receive $29.00 in cash for each share of Magnachip’s common stock they currently hold, representing a premium of approximately 75% to Magnachip’s 3-month volume-weighted average share price and approximately a 54% premium to the unaffected closing stock price on March 2, 2021, the last trading day before media reports of third-party interest in acquiring Magnachip. The all-cash transaction has an equity value of approximately $1.4 billion. The transaction is fully backed by equity commitments and not contingent on any financing conditions.

Following the closing of the transaction, Magnachip’s management team and employees are expected to continue in their roles, and the Company will remain based in Cheongju, Seoul and Gumi, South Korea. The transaction is expected to be seamless for customers and employees across Magnachip’s businesses.

Magnachip’s Chief Executive Officer, YJ Kim, said: “This transaction is in the best interests of all of our stakeholders, including shareholders, customers and employees. It will provide an excellent opportunity to accelerate our MX 3.0 growth strategy. Given their deep industry expertise, Wise Road Capital is an ideal partner for Magnachip, and we look forward to working with them as we chart the next phase for our company. We remain grateful to our customers for their trust and to our fellow employees for their unwavering commitment to delivering industry-leading products to customers worldwide.”

Wise Road intends to work together with Magnachip’s management team to pursue the next step in the Company’s growth strategy and transform the Company into a true industry leader in the global display and power markets. Through its additional investment and global network, Wise Road will help Magnachip’s growth internationally. Wise Road remains absolutely committed to providing world-class products and services to the Company’s customers, while creating a stable environment for the company’s employees to grow and thrive.

The Board of Directors of Magnachip has unanimously approved the Agreement and recommends that Magnachip shareholders vote in favor of the transaction. Details of the transaction and the Agreement are included with the Company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission in due course.

The transaction is expected to close during the second half of 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals.

 

Advisors

J.P. Morgan Securities LLC served as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP, Richards, Layton & Finger, PA and Kim & Chang served as legal counsel to Magnachip. BMO Capital Markets Corp. served as exclusive financial advisor and Hogan Lovells US LLP and Lee & Ko served as legal counsel to Wise Road Capital LTD.

 

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.

 

About Wise Road Capital

Wise Road Capital is a global private equity firm that invests in leading technology companies. The firm focuses on identifying opportunities in enabling technologies for global urbanization and smart & green life through close cooperation with companies across several main themes, including smart city, intelligent manufacturing and renewable energies. Wise Road Capital strives to build a healthy international ecosystem around these key themes through its investments and its international management team that has a combination of industry and investment expertise.

 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital LTD. In connection with the proposed transaction, Magnachip intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Magnachip will mail or otherwise provide the definitive 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 definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), 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, will be set forth in the definitive proxy statement when it is filed with the SEC. 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 the definitive proxy statement on Schedule 14A for Magnachip’s most recent Annual Meeting of Shareholders held in June 2020, which was filed with the SEC on April 29, 2020. 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 LTD 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 Agreement; 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@maganachip.com
Or
Dan Zacchei / Alex Kovtun
Sloane & Company
Tel. +1-617-803-5385
dzacchei@sloanepr.com /
akovtun@sloanepr.com
In Korea:
Mina Jeong
Managing Partner, Allison Partners
Tel. +82 10 6282 0677
mina.jeong@allisonpr.com

 

SEOUL, South Korea, March 15, 2021 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the company has released a new Low-dropout (LDO) linear regulator featuring an ultra-fast transient response for a Universal Flash Storage (UFS)-based Multi-Chip Package (MCP).

UFS is an advanced version of an Embedded Multi-Media Controller (eMMC), which was developed for concurrent read and write performance at higher speeds. UFS-based MCP is a memory module that integrates UFS controller and memory ICs, such as DRAM or NAND flash. It is mainly used for the storage function in smartphones.

Magnachip’s LDO linear regulator is designed for the power supply of NAND flash in UFS-based MCP with an input voltage of up to 500mA. It reduces input noise with its power supply rejection ratio function, while providing a low-leakage current of 75uA in deep sleep mode, which will enhance battery life and power efficiency.

A key feature of this new product is ultra-fast transient response, minimizing output-voltage fluctuations. Frequent changes in voltage normally occur in UFS-based MCPs due to varying levels of read and write performance. However, ultra-fast transient response regulates these fluctuations to a steady state within 100 nanoseconds.

The line regulation and load regulation in UFS-based MCP is maintained at 0.2% and 0.5% respectively, which will guarantee stable power supply. In addition, the dropout voltage is as low as 0.3V, which makes the linear regulator perfect for low-power domain operations of batteries.

This linear regulator also ensures robust circuit protection, such as overcurrent protection, thermal shutdown and the power good signal, which indicates that all of the output voltages are within specification.

“The demand for advanced power ICs is growing as electronic devices become more sophisticated and have increasingly stringent requirements for stable and efficient power supply,” said YJ Kim, CEO of Magnachip. “We will continuously expand our Power IC portfolio by delivering premium products for a wide range of data storage applications.”

 

In the Media

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Unveils LDO Linear Regulator Featuring Ultra-Fast Transient Response for UFS-Based Multi-Chip Packages

Yahoo Finance     Magnachip Unveils LDO Linear Regulator Featuring Ultra-Fast Transient Response for UFS-Based Multi-Chip Packages

 

About Magnachip Semiconductor

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:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
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
 

SEOUL, South Korea, Feb. 18, 2021 — Magnachip Semiconductor Corporation (“Magnachip”) (NYSE: MX) announced today that the Company has commenced full-scale mass production of its first 120Hz High Frame Rate (HFR) OLED display driver IC (DDIC) for QHD flexible displays, followed by the successful release and initial production.

The frame rate refers to the number of frames (images) displayed per second on the screen, so a higher frame rate results in better image quality. Magnachip’s new OLED DDIC product supports 120Hz HFR for QHD displays, which is optimized for 5G smartphones.

This OLED DDIC is also designed for 1440 x 3360 resolution screens and is being integrated into high-end 5G smartphones produced by global manufacturers. With the sophisticated HFR feature and utilization of the most advanced 28nm process technology in the pure-play foundry industry, Magnachip plans to establish a firm foothold in the premium 5G smartphone market.

The global 5G smartphone market is growing rapidly with the ongoing release of new 5G smartphones from the leading smartphone manufacturers. According to Omdia, a market research firm, global 5G smartphone shipments reached 220 million units in 2020 and would grow five-fold to 1,150 million units by 2023, which will account for almost 80% of all smartphone shipments that year.

“We have further strengthened our customers’ trust in and recognition of our technology and product quality with the mass production of this new DDIC,” said YJ Kim, CEO of Magnachip. “We will continuously build the foundation for the future design requirements and expand new opportunities for foldable and 5G smartphones.”

 

In the Media

Cision PR Newswire: news distribution, targeting and monitoring home     Magnachip Enters Full-Scale Mass Production of High Frame Rate OLED DDIC for 5G Smartphones with QHD Displays

Yahoo Finance     Magnachip Enters Full-Scale Mass Production of High Frame Rate OLED DDIC for 5G Smartphones with QHD Displays

Morningstar     Magnachip Enters Full-Scale Mass Production of High Frame Rate OLED DDIC for 5G Smartphones with QHD Displays

 

About MaganaChip Semiconductor

Maganachip 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. With more than 40 years of operating history, MaganaChip owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. Please visit www.maganachip.com for more information. Information on or accessible from MaganaChip’s website is not a part of, and is not incorporated into, this release.

CONTACTS:

United States (Investor Relations):
So-Yeon Jeong
Head of Investor Relations
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