Article 7:97, §1, second subparagraph of the Belgian Company Code (BCAC) provides that listed companies (X-FAB) may not take a decision on a related party transaction without the prior approval of the Board of Directors, after having applied the specific procedure contained in Article 7:97 BCAC.
In view of the fact that X-FAB and Xtrion are related parties under IAS 24, the decision of the Board of Directors of X-FAB to approve the purchase price and the terms of the share transfer agreement triggered the procedure for conflicts of interest in related party transactions under Article 7:97 BCAC.
On the recommendation of the Committee of Independent Directors dated December 21, 2023, the Board of Directors approved the transaction and the signing of the share transfer agreement. This decision is consistent with the conclusion of the Committee of Independent Directors, which states:
“The Committee is of the opinion that the Transaction and the Share Transfer Agreement:
- are not likely to cause X-FAB any disadvantage that is manifestly unlawful in light of X-FAB’s strategy; and
- are in the interests of X-FAB and will not cause any disadvantage to X-FAB that is not outweighed by benefits to X-FAB.”
The auditor has evaluated the financial and accounting information contained in the relevant minutes of the Board of Directors and in the recommendation of the aforementioned committee. The auditor’s conclusion is as follows:
“Based on our examination, nothing has come to our attention that causes us to believe that the financial and accounting information as set forth in the recommendation of the Committee of Independent Directors dated December 21, 2023 and the minutes of the Board of Directors dated December 21, 2023 in support of the proposed transaction is fairly stated. December 2023 in support of the proposed transaction are not fairly stated, in all material respects, in accordance with the information available to us in connection with our engagement. “1
M-MOS is a fabless company specializing in the development of MOSFET technologies and the design of custom MOSFET devices. The MOSFET wafers that M-MOS sells primarily to the industrial, consumer and automotive markets are manufactured by X-FAB. In 2022, M-MOS recorded revenues of USD 32.0 million.
Rudi De Winter, CEO of X-FAB Group, said: “X-FAB started its discrete device business more than 20 years ago in Erfurt, Germany, followed by trench MOSFETs, which we produced for M-MOS at our Malaysian site in Kuching. Since then, the discrete device business has continued to evolve, such as silicon carbide technology at X-FAB Texas and gallium nitride at X-FAB Dresden. I am convinced that the process and product design know-how, but also the market know-how of M-MOS will help to accelerate the development of X-FAB’s discrete business.”
About X-FAB
X-FAB is the leading analog/mixed-signal and MEMS foundry group manufacturing silicon wafers for automotive, industrial, consumer, medical and other applications. Customers worldwide benefit from the highest quality standards, manufacturing excellence and innovative solutions using X-FAB’s modular CMOS processes in geometries from 1.0 to 0.13 µm and its specialized long-life silicon carbide and MEMS processes. X-FAB’s analog-digital integrated circuits (mixed-signal ICs), sensors and microelectromechanical systems (MEMS) are manufactured in six production facilities in Germany, France, Malaysia and the USA. X-FAB employs approximately 4,200 people worldwide.
– – – – – –
Further links
👉 www.xfab.com
Photo: pixabay
