Contract analysis

I. Identification of Counsel and the Notifying Party I am Howard Bellamy, Specialist Partner in the Antitrust & Competition Practice Group of Calderwood & Harkness LLP, with offices at 1333 New Hampshire Avenue NW, Suite 700, Washington, DC 20036. I write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a publicly traded German stock corporation (Aktiengesellschaft) organized a

II. Background of the Notification On August 25, 2023, Halcyon filed a Form CO notification with the European Commission pursuant to Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the "EU Merger Regulation" or "EUMR"), and Commission Implementing Regulation (EU) No 1269/2013 of 5 December 2013 (the "Implementing Regulation"), in respect of the proposed ac

III. Procedural History Before the Commission Following the filing of the Form CO notification on August 25, 2023, the Commission undertook its initial review of the proposed concentration during the Phase I period. During this period, Halcyon cooperated fully with the Commission's case team, responded to requests for information, and engaged in productive discussions regarding the competitive assessment of the trans

IV. Parallel U.S. Antitrust Proceedings For context, and to provide the Commission with a complete understanding of the circumstances giving rise to this withdrawal request, we briefly summarize the parallel antitrust proceedings in the United States. On August 18, 2023, Halcyon and Vectris filed their respective premerger notification and report forms under the HSR Act with the Federal Trade Commission ("FTC") and t

V. Termination of the Merger Agreement In light of the regulatory obstacles described above — including the DOJ civil complaint filed to block the transaction in the United States and the opening of the Phase II in-depth investigation by the European Commission — the parties undertook a thorough reassessment of the prospects for obtaining the required antitrust clearances within the timeline contemplated by the Merge

VI. Formal Request to Withdraw the Notification In light of the foregoing, and given that the Merger Agreement has been terminated and the proposed concentration will not proceed, Halcyon Semiconductor Aktiengesellschaft hereby formally requests, pursuant to Article 6 of the EU Merger Regulation (Council Regulation (EC) No 139/2004) and the applicable provisions of the Commission's Implementing Regulation (Commission

VII. Contact Information for Further Correspondence Should the Commission require any additional information or documentation in connection with this withdrawal request, or should the Commission's case team wish to discuss any aspect of this matter, please do not hesitate to contact the following persons: Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 1333 New Hampshire Avenue NW

1. Copy of the Notice of Termination, dated November 30, 2023, delivered by Halcyon Semiconductor Aktiengesellschaft to Vectris Photonics, Inc. pursuant to Section 8.1(d) of the Agreement and Plan of Merger dated August 10, 2023.

2. Copy of the Termination Agreement and Mutual Release, dated November 30, 2023, executed among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc. cc: Dr. Katarina Breuer, Chief Executive Officer and Chairwoman of the Management Board, Halcyon Semiconductor Aktiengesellschaft, München, Germany Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellsch