Contract analysis

1. Background of the Merger Agreement On August 10, 2023, Halcyon Semiconductor Aktiengesellschaft (a German stock corporation (Aktiengesellschaft), registered in the commercial register (Handelsregister) of the Munich Local Court (Amtsgericht München) under HRB 178254, with its registered headquarters at Halcyon-Platz 1, 81739 München, Germany), Halcyon Acquisition Sub, Inc. (a Delaware corporation, Secretary of Sta

2. Regulatory Proceedings and Failure of the Antitrust Condition 2.1 HSR Act Filing and DOJ Second Request In accordance with Section 6.4(a) of the Merger Agreement (the "Regulatory Efforts" covenant), each of Halcyon and Vectris filed their respective Premerger Notification and Report Forms under the HSR Act with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of J

3. Basis for Termination Under Section 8.1(d)

Section 8.1(d) of the Merger Agreement provides, in relevant part: "This Agreement may be terminated at any time prior to the Effective Time by written notice from either Parent or the Company to the other party if (i) any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Order or Law permanently restraining, enjoining, or otherwise prohibiting the cons

4. Reverse Break-Up Fee Pursuant to Section 8.3(b) of the Merger Agreement, upon termination of the Merger Agreement by Halcyon pursuant to Section 8.1(d), Halcyon is obligated to pay to Vectris the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of Twenty-Eight Million Dollars ($28,000,000) (such amount representing 3.5% of the aggregate Merger Consideration of $800,000,000). Halcyon hereb

5. Surviving Provisions Pursuant to Section 8.2 of the Merger Agreement, the termination of the Merger Agreement shall not relieve any party of liability for any Willful Breach (as defined in the Merger Agreement) of the Merger Agreement occurring prior to such termination. In addition, Section 8.2 provides that certain provisions of the Merger Agreement shall survive the termination thereof and shall continue in ful

6. Reservation of Rights Halcyon expressly reserves all rights and remedies available to it under the Merger Agreement, under any Termination Agreement and Mutual Release to be entered into by the parties (if any), and under applicable law, whether at law or in equity. Nothing contained in this notice shall be construed as a waiver of, or limitation upon, any rights, claims, or defenses that Halcyon or Merger Sub may

7. Request for Confirmation and Cooperation Halcyon respectfully requests that Vectris promptly confirm receipt of this notice by written communication directed to the undersigned counsel at the address set forth above, or by email to the email addresses set forth in Section 9.2 of the Merger Agreement. In addition, Halcyon requests that the parties and their respective counsel promptly enter into a Termination Agree