(i) the names of the merger parties;
(a) GlobalWafers Co., Ltd. (“GWC”); and
(b) Siltronic AG (“Siltronic”),
(collectively, the “Parties”).
(ii) a description of the transaction;
The notification relates to the proposed acquisition by GWC of all or a substantial majority of at least 50% of the issued share capital and voting rights in Siltronic by way of a voluntary public takeover bid under German law (and potentially additional share purchases) (the “Proposed Transaction”).
(iii) a description of the business activities of the merger parties worldwide and in Singapore;
GWC offers a broad range of wafers to the semiconductor device industry. GWC’s wafers are a commodity product that can be used to manufacture a range of semiconductor devices. In Singapore, GWC is primarily active as a supplier of silicon wafers for the semiconductor industry.
GWC has 17 manufacturing and operating sites, and around 7,000 employees in nine countries across Asia (i.e. China, Japan, Malaysia, Singapore, South Korea and Taiwan), Europe (i.e. Denmark and Italy), and the United States of America (“US”), with additional sales support locally to serve semiconductor device customers.
Siltronic is a developer and manufacturer of silicon wafers. In Singapore, Siltronic is primarily active as a manufacturer and supplier of silicon wafers for the semiconductor industry.
Siltronic has four manufacturing facilities comprising two facilities in Germany, one in Singapore, and one in the US, as well as a number of representations and branches to serve customers locally, with around 3,700 employees globally.
(iv) a description of the overlapping goods or services, including brand names;
The Parties overlap in the supply of silicon wafer worldwide.
(v) a description of substitute goods or services;
From GWC’s perspective, the substitutes to the Parties’ silicon wafer products are the silicon wafer products for the semiconductor industry supplied by other competing suppliers.
(vi) the applicant’s views on:
a. definition of the relevant market(s);
GWC submits that the relevant market is the market for the global supply of silicon wafers.
b. the way in which competition functions in this market;
Silicon wafers are generally viewed as commodity products, even if they are technologically complex, and there is competition on volume. As customers typically have several wafer suppliers qualified for each product, there is fierce competition for volumes even after the qualification stage, and suppliers of silicon wafers continue to compete on factors such as price, quality and service standards.
c. barriers to entry and countervailing buyer power; and
The initial set-up and capital costs are not insurmountable and have not deterred new entry, in particular, by large, state-backed entities. Generally, there are also no barriers to entry and expansion arising from access to production equipment and raw materials which are easily sourced (except for in some cases substantial lead times). Production equipment is available from a range of suppliers. Similarly, the key raw material for silicon wafers, semiconductor-grade polysilicon, is readily available from large international suppliers.
There are no material legal or regulatory barriers in Singapore for potential new entrants in the supply of silicon wafers. Silicon wafer manufacturers do not require regulatory approvals to supply silicon wafers in Singapore and therefore any number of players could do so.
There are also no prohibitive entry barriers arising from intellectual property rights. Silicon wafers are commodity products and are produced through a series of well-established steps.
d. the competitive effects of the merger (non-coordinated, coordinated and/or vertical effects, as relevant).
GWC submits that the Proposed Transaction will not give rise to any concerns of coordinated or non-coordinated effects in the relevant market for the global supply of silicon wafers as:
- strong global competitors will remain post-Proposed Transaction;
- there is no focal point that could serve as a basis for coordination and the market is not sufficiently transparent to enable competitors to tacitly coordinate their behaviour;
- there is a lack of incentive for competitors to coordinate their behaviour; and
- the lack of transparency, amongst other factors, excludes any effective or credible retaliation.