PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT
MEMORANDUM
To: Vivienne St. Claire, Partner, Calderwood & Harkness LLP Robert Adeyemi, Partner, Calderwood & Harkness LLP
From: Claire Dempsey, Lead Associate, Calderwood & Harkness LLP Audrey Zhou, Working Associate, Calderwood & Harkness LLP
Date: February 28, 2026
Re: Halcyon Semiconductor Aktiengesellschaft — Due Diligence Review of Litigation and Regulatory Proceedings
Matter No.: 1032-00003
This memorandum is protected by the attorney-client privilege and constitutes attorney work product prepared in anticipation of litigation and in connection with the rendering of legal advice. It is intended solely for the use of the client and should not be disclosed to third parties without the prior written consent of Calderwood & Harkness LLP.
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I. Executive Summary
This memorandum summarizes the results of our due diligence review of all pending, threatened, and recently concluded litigation, arbitration, and regulatory proceedings involving Halcyon Semiconductor Aktiengesellschaft ("Halcyon AG," "Halcyon," or the "Company") and its material subsidiaries, including Halcyon Semiconductor USA Inc. ("Halcyon USA"), Halcyon Power Solutions GmbH ("Halcyon Power"), Halcyon Asia Pacific Pte. Ltd. ("Halcyon APAC"), Halcyon Shanghai Semiconductor Co., Ltd. ("Halcyon Shanghai"), and Halcyon Automotive Components s.r.o. ("Halcyon Czech," and together with Halcyon AG and the other subsidiaries, the "Halcyon Group"). This review has been conducted in connection with the prospective initial public offering of American Depositary Shares ("ADSs") by Halcyon AG via a Level III American Depositary Receipt program on the Nasdaq Global Select Market (proposed ticker: HCYN) (the "IPO" or the "Offering").
The Company intends to register the ADSs on a registration statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"). As a foreign private issuer ("FPI"), Halcyon AG will be subject to the disclosure requirements of Item 8 of Form 20-F ("Legal Proceedings"), Regulation S-K Items 103 and 601, and the risk factor disclosure requirements under Item 3.D of Form 20-F and Item 105 of Regulation S-K. The purpose of this memorandum is to identify and assess each relevant proceeding against the applicable disclosure standards and to provide recommendations regarding the scope and content of the legal proceedings and risk factor disclosures to be included in the Form F-1 registration statement and the prospectus contained therein.
Scope and Methodology. Our due diligence review commenced on January 27, 2026, and covers the following categories of proceedings: (a) all currently active litigation, arbitration, and regulatory proceedings to which any member of the Halcyon Group is a named party; (b) all proceedings concluded during the prior three fiscal years (FY2023 through FY2025, with fiscal years ending December 31); and (c) all known threatened proceedings as of the date of this memorandum. Our review is based upon the following sources of information:
(a) document review of all materials produced by Halcyon management in the virtual data room (folders 7.1 through 7.14) relating to litigation, arbitration, regulatory inquiries, and governmental proceedings;
(b) management interviews conducted with Dr. Friedrich Wendt, Chief Executive Officer of Halcyon AG (January 30, 2026); Katarina Dalmqvist, Chief Financial Officer of Halcyon AG (February 5, 2026); Wilhelm Ostermann, General Counsel and Head of Legal Affairs of Halcyon AG (January 29, 2026); and Ingrid Baumann, VP of Compliance and Regulatory Affairs of Halcyon AG (February 3, 2026);
(c) coordination with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban, Partner, and Johanna Weiß, Senior Associate), acting as German counsel to Halcyon AG, including review of their litigation status reports and assessment memoranda provided to the due diligence team; and
(d) coordination with Blackmere & Whitfield LLP (Dieter Kaufmann, Partner, Munich office, and Graham Templeton, Partner, New York office), the Company's auditor, regarding the adequacy and consistency of litigation-related provisions and contingent liability disclosures in the FY2023 through FY2025 financial statements.
Overall Assessment. Based on our review, we have identified thirteen matters warranting analysis, of which seven involve pending or threatened litigation or arbitration proceedings, one involves a tax audit at the administrative appeal stage, and five involve regulatory inquiries or compliance matters of varying significance. No single proceeding, individually or in the aggregate, appears to constitute a material impediment to SEC registration or to the consummation of the IPO. However, several matters require disclosure in the "Legal Proceedings" section of the prospectus, and a broader set of matters should inform the litigation and regulatory risk factor disclosures. The Company's aggregate litigation provisions under IAS 37 as of December 31, 2025 total approximately €24 million, representing approximately 0.3% of total consolidated assets and approximately 3.9% of FY2025 net income. While these figures are modest in the context of Halcyon's overall financial profile, certain individual proceedings — most notably the Draymont Automotive arbitration (claimed damages of €42 million) and the European Commission's automotive semiconductor sector inquiry (where theoretical maximum fines under EU competition law could reach €382 million) — warrant careful disclosure drafting and ongoing monitoring through the registration process and beyond.
Our detailed disclosure recommendations are set forth in Part VI below, and our list of open items and next steps is provided in Part VII.
II. Applicable Disclosure Standards
Before turning to the individual proceedings, we set forth below the relevant disclosure standards that govern the Company's obligations with respect to litigation and regulatory matters in the Form F-1 registration statement and prospectus. These standards inform our materiality assessments and disclosure recommendations throughout this memorandum.
A. Item 8 of Form 20-F ("Legal Proceedings")
Item 8 of Form 20-F requires the Company to furnish information regarding any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. The instructions to Item 8 of Form 20-F incorporate the disclosure standards applicable to domestic registrants under Item 103 of Regulation S-K, with certain modifications appropriate to foreign private issuers.
The standard for materiality under Item 8 of Form 20-F requires disclosure of proceedings that may reasonably be expected to have a material adverse effect on the financial position or results of operations of the Company on a consolidated basis. Additionally, the SEC Staff has historically interpreted the legal proceedings disclosure requirement to encompass proceedings involving a claim for damages exceeding ten percent (10%) of the current assets of the registrant and its subsidiaries on a consolidated basis, as well as proceedings that are qualitatively material notwithstanding a relatively small dollar amount — for example, proceedings that implicate the legality of a registrant's core business activities, that could result in significant injunctive relief, or that raise reputational concerns of a magnitude that could affect investor decision-making.
Application to Halcyon. Based on the Company's audited consolidated financial statements for FY2025, the Company reported consolidated total assets of approximately €7,450 million and consolidated current assets of approximately €3,180 million. The 10% of current assets threshold is therefore approximately €318 million (approximately $343 million at the exchange rate of €1.00 = $1.078 used throughout this memorandum). None of the individual proceedings identified in our review approaches this quantitative threshold. However, as noted above, the materiality analysis under Item 8 is not exclusively quantitative, and several proceedings warrant disclosure based on qualitative considerations, including their relevance to specific business segments, customer relationships, and competitive positioning.
Environmental proceedings. The instructions to Item 8 of Form 20-F include a specific instruction addressing environmental proceedings to which a governmental authority is a party. In such cases, the registrant must disclose the proceeding if the potential monetary sanctions (including penalties, fines, and remediation costs) exceed a specified threshold. By virtue of the cross-reference to Item 103 of Regulation S-K (discussed below), this threshold is $300,000 under the current rules, subject to an alternative election by the registrant of a higher threshold up to $1,000,000. As discussed in Part IV.D below, the environmental matters identified in our review do not implicate this disclosure threshold.
B. Regulation S-K Item 103
Item 103 of Regulation S-K is applicable to the Form F-1 registration statement by virtue of General Instruction II to Form F-1, which provides that FPIs electing to use domestic forms may follow Item 103 of Regulation S-K for their legal proceedings disclosure. Because Halcyon AG is registering on Form F-1 (rather than Form 20-F used as a registration statement, which is the more common approach for FPIs), the Company has the benefit of the cross-reference to Item 8 of Form 20-F for the substantive disclosure requirements, while the quantitative thresholds for environmental proceedings are drawn from Item 103 of Regulation S-K.
As amended by the SEC's 2020 rulemaking (Release No. 33-10825), Item 103(c)(3) of Regulation S-K establishes a quantitative disclosure threshold for environmental proceedings to which a governmental authority is a party. Disclosure is required when the proceeding involves potential monetary sanctions that the registrant reasonably believes will exceed $300,000, or such higher threshold as the registrant may elect (not to exceed $1,000,000), provided that the registrant discloses its election and the basis therefor. We recommend that Halcyon AG affirmatively elect the $1,000,000 threshold in its Form F-1 filing, given the nature of the Company's semiconductor manufacturing operations and the routine character of environmental inspections and compliance matters in the semiconductor industry. This election would be consistent with the approach taken by comparable semiconductor companies in recent IPO filings, including Aldermere Corporation' Form 20-F disclosures and Greaves & Co.' Form 20-F filings following its NYSE listing.
C. Risk Factor Disclosure (Item 3.D of Form 20-F / Item 105 of Regulation S-K)
In addition to the specific legal proceedings disclosures required by Item 8 and Item 103, the Company must include risk factor disclosures under Item 3.D of Form 20-F and Item 105 of Regulation S-K addressing material risks associated with the Company's business, financial condition, and operations. Litigation-related risks should be captured in the risk factor disclosures even where individual proceedings do not independently meet the materiality threshold for inclusion in the "Legal Proceedings" section.
Risk factor disclosure is particularly important in the semiconductor industry context, where companies are routinely exposed to (a) patent infringement claims and the costs of patent enforcement, including in multi-jurisdictional proceedings; (b) trade secret misappropriation claims, particularly in the context of employee mobility between competitors; (c) product liability exposure relating to the integration of semiconductor devices into safety-critical applications (automotive, industrial, and aerospace); and (d) regulatory risks arising from export controls, sanctions, competition law enforcement, and environmental compliance obligations across multiple jurisdictions.
The aggregate risk arising from multiple proceedings — even where each is individually immaterial — may be qualitatively significant and should be addressed in the risk factors. We provide specific risk factor recommendations in Part VI.D below.
D. Financial Statement Disclosure (IAS 37 / ASC 450)
Halcyon AG prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the International Accounting Standards Board. The applicable standard for the recognition and disclosure of litigation-related provisions and contingent liabilities is IAS 37 (Provisions, Contingent Liabilities and Contingent Assets).
Under IAS 37, the Company is required to recognize a provision (i.e., a liability of uncertain timing or amount) when: (a) the Company has a present obligation (legal or constructive) as a result of a past event; (b) it is probable (i.e., more likely than not) that an outflow of economic benefits will be required to settle the obligation; and (c) a reliable estimate can be made of the amount of the obligation. Where these recognition criteria are not met, but a possible obligation exists, the Company must disclose the contingent liability in the notes to the financial statements unless the possibility of an outflow of economic benefits is remote.
We note that IAS 37.92 permits a registrant, in "extremely rare cases," to withhold disclosure of information regarding provisions or contingent liabilities where such disclosure is expected to seriously prejudice the outcome of a pending proceeding. However, the SEC Staff has historically taken a skeptical view of this exception in connection with US-registered offerings. In our experience, the Staff expects registrants to provide sufficient disclosure to allow investors to assess the nature and magnitude of litigation risks, and reliance on the IAS 37.92 exception is likely to invite Staff comments during the review of the registration statement. Accordingly, we do not recommend that the Company rely on this exception for any of the proceedings identified in this memorandum.
We are coordinating with Blackmere & Whitfield (Dieter Kaufmann in Munich and Graham Templeton in New York) to confirm that the provisioning levels reflected in the FY2023 through FY2025 financial statements are adequate and that the contingent liability disclosures in the notes to the financial statements are consistent with the legal proceedings disclosure to be included in the prospectus. A reconciliation of provisions is set forth in Part V below.
III. Summary of Pending Litigation
A. Patent Infringement Proceedings
1. Voltaris Technologies GmbH v. Halcyon Power Solutions GmbH (Landgericht München I)
Status: Pending
Forum: Landgericht München I (Sundial Assurance Court I), Case No. 7 O 4817/24
Date Filed: March 14, 2024
Claimant: Voltaris Technologies GmbH ("Voltaris"), a Munich-based competitor specializing in silicon carbide ("SiC") power module packaging and substrate bonding technologies. Voltaris is a privately held company with annual revenues estimated at approximately €120 million.
Nature of Claim. Voltaris alleges that certain SiC MOSFET packaging designs used in Halcyon Power's automotive-grade power modules — specifically, the "Apex-7" and "Apex-9" product families — infringe two European patents held by Voltaris: EP 3,417,562 B1 (relating to a sintered silver substrate bonding technique for SiC die attachment) and EP 3,629,871 B1 (relating to a dual-sided cooling thermal dissipation architecture for power module packaging). Voltaris contends that these patents cover core elements of the substrate bonding and thermal management solutions employed in Halcyon Power's Apex-series automotive power modules, which are the Company's primary product offering for electric vehicle inverter applications. Voltaris's infringement contentions are directed at Halcyon Power's manufacturing processes at the Dresden Fab 2 facility and the resulting products sold to automotive OEMs and Tier-1 suppliers in the European market.
Relief Sought. Voltaris seeks the following relief: (a) injunctive relief requiring Halcyon Power to cease manufacturing, offering for sale, and selling the allegedly infringing products in Germany; (b) an accounting and disclosure of revenues derived from the allegedly infringing products; (c) damages, which Voltaris has quantified at approximately €18 million based on its estimate of lost licensing revenue (calculated as a hypothetical reasonable royalty on Halcyon Power's Apex-series revenue in the German market for the relevant period); and (d) costs and attorneys' fees.
Halcyon's Position. Halcyon Power, represented by Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban), has filed a comprehensive defense. The principal defense arguments are as follows:
(a) Invalidity. Halcyon Power contends that both asserted patents are invalid in light of prior art, including published academic research by Prof. Dr. Hideki Tanaka (Kyoto University, 2011) and a prior European patent application by Rheinmetall Semiconductor GmbH (EP 2,891,003 A1, published 2015), which Halcyon Power asserts disclose the claimed bonding and thermal dissipation techniques. Halcyon Power has filed a parallel nullity action (Nichtigkeitsklage) at the Bundespatentgericht (Federal Patent Court) in Munich, Case No. 3 Ni 28/24, seeking a declaration that both Voltaris patents are invalid.
(b) Non-infringement. In the alternative, Halcyon Power argues that its Apex-series packaging designs do not fall within the scope of the claims of either Voltaris patent, as Halcyon's bonding technique employs a proprietary nano-particle copper sintering process that is technically distinct from the sintered silver method claimed in EP 3,417,562 B1, and that Halcyon's thermal dissipation architecture utilizes a single-sided direct-bonded copper substrate with an integrated heat spreader that does not correspond to the "dual-sided cooling" architecture claimed in EP 3,629,871 B1.
(c) Counterclaim. Halcyon Power has filed a counterclaim for a declaration of non-infringement (negative Feststellungsklage).
Procedural History and Current Status. Voltaris filed its complaint on March 14, 2024. In parallel, Voltaris filed an application for a preliminary injunction (einstweilige Verfügung) seeking to restrain Halcyon Power from manufacturing and selling the Apex-series products during the pendency of the litigation. The Landgericht München I denied the preliminary injunction application on July 11, 2024, on the grounds that Voltaris had not demonstrated the requisite degree of urgency (Dringlichkeit) given the delay between its alleged awareness of the infringement and the filing of the application, and further that Voltaris had not sufficiently established a likelihood of success on the merits in light of the invalidity arguments raised by Halcyon Power. Voltaris did not appeal the denial of the preliminary injunction. The main proceedings are progressing through the written pleading phase; oral proceedings (mündliche Verhandlung) before the 7th Chamber of the Landgericht München I are currently scheduled for Q3 2026 (tentatively September 2026).
The parallel nullity proceedings at the Bundespatentgericht are at an earlier stage; oral proceedings in the nullity action are not expected before H1 2027. Under established German patent litigation practice, the infringement court (Landgericht) may, but is not required to, stay the infringement proceedings pending the outcome of the nullity proceedings at the Bundespatentgericht. Bähr Stein has advised that a stay motion would be appropriate if the nullity case progresses favorably, but that no such motion has yet been filed.
Financial Exposure Assessment. Based on our discussions with Bähr Stein (Dr. Maurelban) and Wilhelm Ostermann, the maximum realistic financial exposure is assessed as follows:
• Damages. The maximum damages claim asserted by Voltaris is approximately €18 million. Bähr Stein assesses the likely range of damages, in the event of an adverse judgment on the merits, at €8 million to €15 million, depending on the court's determination of the royalty rate and the relevant product base.
• Injunctive relief. If Voltaris were to obtain a permanent injunction, Halcyon Power could be required to cease manufacturing and selling the Apex-series products in Germany. However, given the denial of the preliminary injunction, the strength of Halcyon's invalidity arguments, and the prospect that a final judgment on the infringement claim may be subject to appeal and potentially overtaken by a favorable ruling in the nullity proceedings, Bähr Stein assesses the risk of an enforceable permanent injunction as low.
• Provision. Halcyon has recognized a provision of €5 million under IAS 37 in its FY2024 consolidated financial statements, reflecting management's best estimate of the probable outflow. The provision was maintained at €5 million as of December 31, 2025.
Disclosure Recommendation. We recommend disclosure of this proceeding in the "Legal Proceedings" section of the Form F-1 prospectus. Although the claimed amount of €18 million is well below the 10% of current assets quantitative threshold (approximately €318 million), this proceeding is qualitatively material for the following reasons: (a) it directly implicates the Company's principal SiC power module product line for automotive applications, which is one of the Company's fastest-growing business segments and a core element of the equity story for the IPO; (b) the relief sought includes injunctive relief that, if granted, could disrupt production and customer supply arrangements; and (c) patent infringement claims in the SiC power semiconductor space are a recognized investor concern. Additionally, the proceeding should inform a risk factor addressing patent infringement claims and the costs and uncertainties of IP litigation in the semiconductor industry.
2. Halcyon Semiconductor AG v. SinoTronic Devices Co., Ltd. (ITC Investigation and Northern District of California)
Status: Pending
Forum: United States International Trade Commission ("ITC"), Investigation No. 337-TA-1298; and United States District Court for the Northern District of California, Case No. 3:25-cv-08431
Date Filed: September 12, 2025 (ITC complaint); September 19, 2025 (district court complaint)
Complainant/Plaintiff: Halcyon Semiconductor USA Inc. (the complaint was filed on behalf of Halcyon USA, as the US-based entity through which Halcyon distributes and sells GaN power devices in the United States, and names Halcyon AG as the owner of the asserted US patents)
Respondent/Defendant: SinoTronic Devices Co., Ltd. ("SinoTronic"), a People's Republic of China-based manufacturer of gallium nitride ("GaN") power semiconductor devices, with its principal place of business in Shenzhen, Guangdong Province. SinoTronic is a publicly traded company on the Shenzhen Stock Exchange with reported annual revenues of approximately RMB 5.2 billion (approximately €680 million).
Nature of Claim. Halcyon USA filed a complaint under Section 337 of the Tariff Act of 1930, as amended (19 U.S.C. § 1337), alleging that SinoTronic imports into the United States, sells for importation, and/or sells within the United States after importation certain GaN-on-silicon power transistors and products containing the same that infringe three US patents held by Halcyon AG: US Patent No. 11,247,318 (relating to monolithically integrated gate driver circuits for GaN power transistors); US Patent No. 11,589,473 (relating to epitaxial layer structures for enhancement-mode GaN HEMTs on silicon substrates); and US Patent No. 11,812,005 (relating to a thermal management architecture for high-density GaN power modules). Halcyon alleges that SinoTronic's "HyperGaN-800" and "HyperGaN-1200" series of GaN power transistors, which SinoTronic began importing into the US market in early 2025, incorporate the patented technologies without authorization.
Relief Sought. In the ITC proceeding, Halcyon seeks: (a) a general exclusion order or, alternatively, a limited exclusion order barring the importation of SinoTronic's infringing GaN power devices and downstream products incorporating the same; and (b) a cease-and-desist order directed to SinoTronic and any US affiliates or importers. In the concurrent Northern District of California action, Halcyon seeks damages (including enhanced damages for willful infringement), a permanent injunction, and attorneys' fees and costs.
Procedural History and Current Status. The ITC voted to institute the investigation on November 3, 2025, and assigned the matter to Administrative Law Judge Margaret R. Chisholm. Discovery is underway. The target date for the initial determination is currently set for Q4 2026 (tentatively November 2026), with a final Commission determination expected in Q1 or Q2 2027. In the Northern District of California action, SinoTronic's responsive pleading is due in March 2026; the matter is at a very early stage and no scheduling order has been entered. It is anticipated that the district court proceedings may be stayed pending the outcome of the ITC investigation, which is typical in parallel ITC/district court patent cases.
SinoTronic has not yet filed counterclaims in either forum. However, based on our experience with ITC proceedings involving PRC-based respondents, we anticipate that SinoTronic may assert invalidity defenses based on alleged prior art and may seek inter partes review ("IPR") of the asserted patents at the US Patent and Trademark Office.
Financial Exposure Assessment. Because Halcyon is the complainant and plaintiff in these proceedings, there is no direct financial liability exposure. However, the following financial considerations are relevant:
• Litigation costs. Combined estimated legal fees for the ITC and district court proceedings are estimated at $4 million to $6 million through the initial determination and any appeal. These costs are being borne by Halcyon USA with partial reimbursement from Halcyon AG under an intercompany cost-sharing arrangement.
• Counterclaim risk. If SinoTronic asserts counterclaims (e.g., antitrust counterclaims or Walker Process-type claims alleging fraudulent patent procurement), additional financial exposure could arise. We assess this risk as low based on the strength of Halcyon's patent prosecution history, but it should be monitored.
• No provision required. As Halcyon is the claimant, no provision is required under IAS 37. The costs of prosecution are expensed as incurred.
Disclosure Recommendation. We recommend disclosure of this proceeding in the "Legal Proceedings" section of the Form F-1 prospectus. Although Halcyon is the complainant and faces no direct financial liability exposure, the proceeding is material for the following reasons: (a) it relates to the Company's core GaN power device technology and IP portfolio, which is central to the Company's competitive positioning and growth strategy; (b) the ITC proceeding is a high-profile enforcement mechanism that will be of interest to investors evaluating the Company's ability to protect its IP against competitors, particularly PRC-based competitors; and (c) the outcome of the investigation could affect the competitive landscape for GaN power devices in the US market, which is a key growth market for Halcyon. Additionally, this matter should inform risk factors addressing IP protection, the costs of IP enforcement, and competitive dynamics in the GaN power semiconductor market. We note that no export control or sanctions issue has been identified in connection with this proceeding — the dispute relates exclusively to patent infringement, and the relevant analysis of Halcyon Shanghai's operations and export control compliance is addressed in the separate sanctions/export controls due diligence memorandum.
B. Commercial and Contract Disputes
3. Draymont Automotive Systems AG Arbitration (ICC International Court of Arbitration)
Status: Pending
Forum: ICC International Court of Arbitration, Paris, France; Case No. 27841/MKE
Date Commenced: November 8, 2024
Claimant: Draymont Automotive Systems AG ("Draymont"), a German Tier-1 automotive supplier headquartered in Stuttgart, with annual revenues of approximately €14 billion. Draymont is a publicly traded company on the Frankfurt Stock Exchange and is one of Halcyon's five largest customers by revenue.
Nature of Claim. The dispute arises from a multi-year supply agreement dated April 15, 2022 (the "Supply Agreement") between Halcyon Power Solutions GmbH and Draymont Automotive Systems AG for the supply of SiC power modules for use in electric vehicle inverters. Under the Supply Agreement, Halcyon Power committed to deliver specified quantities of its Apex-7 SiC power modules to Draymont on a quarterly basis over a five-year term (2022–2027), with volume commitments escalating annually in line with Draymont's projected EV production ramp.
Draymont alleges that Halcyon Power failed to meet its contractual delivery schedules for Q2 2024, Q3 2024, and Q4 2024, delivering approximately 60–70% of the agreed volumes during those quarters. Draymont contends that these delivery shortfalls were caused by capacity constraints at Halcyon Power's Dresden Fab 2 facility — specifically, that Halcyon Power overcommitted its available Fab 2 capacity across multiple customers without adequate investment in capacity expansion, and that Halcyon's decision to allocate production capacity to the Fab 3 construction project further constrained available manufacturing capacity for existing customer commitments.
As a result of the alleged delivery shortfalls, Draymont claims it suffered the following damages:
(a) Lost production: Draymont was required to curtail production at its Györ, Hungary assembly plant on multiple occasions due to insufficient supply of Halcyon power modules, resulting in lost output of approximately 45,000 electric vehicle inverter units;
(b) Penalty payments: Draymont was required to make contractual penalty payments to two major OEM customers (which Draymont has not identified by name in the arbitration, citing confidentiality obligations) totaling approximately €22 million;
(c) Expediting costs: Draymont incurred approximately €8 million in expediting costs to source substitute power modules from alternative suppliers on an emergency basis; and
(d) Additional costs: Draymont claims approximately €12 million in additional costs relating to production line reconfiguration, overtime labor, and logistics.
Draymont's total damages claim is approximately €42 million, plus interest and arbitration costs.
Halcyon's Position. Halcyon Power, represented by Bähr Stein Rechtsanwälte (Johanna Weiß) and Corvinal & Kraft LLP (Dr. Marcus Ritter, Paris) as co-counsel for the arbitration, has filed a comprehensive defense and counterclaim. Halcyon Power's principal defenses are as follows:
(a) Force majeure. Halcyon Power contends that the delivery shortfalls were caused by unprecedented and unforeseeable disruptions in the supply chain for specialty silicon carbide substrates, which are sourced from a limited number of third-party suppliers (principally Glenrock Partners LLC and Drayton Group). During Q1–Q3 2024, both suppliers experienced production interruptions (at Aldermere Corporation's Durham, North Carolina facility and Ridgeline & Co.'s Norrköping, Sweden facility) that materially reduced the global supply of 150mm SiC substrates. Halcyon Power invoked the force majeure clause in Section 12.3 of the Supply Agreement by written notice dated May 22, 2024, and provided regular updates to Draymont regarding the expected duration of the supply disruption.
(b) Failure to mitigate. Halcyon Power argues that Draymont failed to take reasonable steps to mitigate its damages, including by failing to maintain adequate safety stock, by failing to qualify alternative power module suppliers in advance, and by continuing to accept orders from its OEM customers that it knew or should have known could not be fulfilled given the supply constraints communicated by Halcyon Power.
(c) Counterclaim. Halcyon Power has filed a counterclaim for approximately €8 million in unpaid invoices under the Supply Agreement, relating to power modules delivered in Q1–Q3 2024 that Draymont has withheld payment for, asserting a right of set-off against its damages claim.
Procedural History and Current Status. Draymont served its Request for Arbitration on November 8, 2024. The arbitral tribunal was constituted in February 2025, comprising three arbitrators: Prof. Dr. Hans-Jürgen Schröder (Chair, nominated jointly by the parties), Dr. Isabelle Frèrejan (nominated by Draymont), and Prof. Andrew T. Wilkinson (nominated by Halcyon Power). The tribunal issued Procedural Order No. 1 on March 15, 2025, establishing a procedural timetable. The parties are currently in the document production phase. The evidentiary hearing is scheduled for Q1 2027 (tentatively January 26–30, 2027, in Paris). A final award is not expected before Q2 2027.
Financial Exposure Assessment. This is the largest single proceeding by claimed amount among the matters identified in our review. The financial exposure analysis is as follows:
• Maximum exposure. The maximum damages claim is €42 million. Even in a worst-case scenario, Bähr Stein and Freshfields assess it as unlikely that the full amount would be awarded, given the strength of the force majeure defense and the failure-to-mitigate arguments. Their reasonable worst-case assessment is a damages award in the range of €20 million to €30 million, before any offset from Halcyon's counterclaim.
• Provision. Halcyon has recognized a provision of €15 million under IAS 37 in its FY2025 consolidated financial statements, reflecting management's best estimate of the probable outflow. This provision reflects the assessment that some liability is probable — the force majeure defense, while strong, carries inherent uncertainty given the factual complexity and the tribunal's discretion — but that the full claimed amount is unlikely to be awarded.
• Materiality analysis. The maximum claimed amount of €42 million represents approximately 0.6% of total consolidated assets (€7,450 million) and approximately 1.3% of current assets (€3,180 million). While these percentages are well below the 10% quantitative threshold, the proceeding is qualitatively material given: (a) the significance of Draymont as a key customer (among Halcyon Power's top five customers); (b) the implications for investor confidence in Halcyon's supply chain reliability and capacity management; and (c) the potential reputational effect in the automotive semiconductor supply chain if the arbitration results in an adverse award.
Disclosure Recommendation. We recommend disclosure of this proceeding in the "Legal Proceedings" section of the Form F-1 prospectus. The disclosure should describe the nature of the dispute, the claimed amount, the force majeure defense, the counterclaim, and the current procedural status, while avoiding disclosure of privileged legal strategy or assessments of the likelihood of an adverse outcome that could prejudice Halcyon's position in the arbitration. Additionally, this matter should inform risk factors addressing customer concentration, supply chain reliability, the risks of contractual liability arising from supply agreement commitments, and the potential for disputes with Tier-1 automotive customers.
4. Former Distributor Dispute — Nexora Trading Pte. Ltd.
Status: Settled (concluded Q2 2025)
Forum: Singapore International Arbitration Centre ("SIAC"), administered under the SIAC Rules 2016
Date Commenced: January 17, 2024
Date Resolved: May 9, 2025
Claimant: Nexora Trading Pte. Ltd. ("Nexora"), a Singapore-incorporated company that served as Halcyon Asia Pacific Pte. Ltd.'s authorized distributor for GaN and SiC power devices in Southeast Asia (Thailand, Vietnam, Malaysia, Indonesia, and the Philippines) from 2019 to 2023.
Nature of Claim. Nexora commenced SIAC arbitration against Halcyon APAC claiming that Halcyon APAC had wrongfully terminated the exclusive distribution agreement dated March 1, 2019 (the "Distribution Agreement") between the parties. Nexora alleged that Halcyon APAC terminated the Distribution Agreement in October 2023 without the 12-month prior written notice required under Section 8.2 of the Distribution Agreement, and that the stated grounds for termination — Nexora's alleged failure to meet minimum annual purchase commitments — were pretextual, as the purchase shortfalls were caused by Halcyon APAC's own failure to fulfill Nexora's purchase orders due to global supply constraints. Nexora sought approximately SGD 12 million (approximately €8 million at the time of the claim) in damages, comprising lost commissions for the remaining term of the Distribution Agreement, lost goodwill, and costs of unwinding its distribution infrastructure.
Resolution. Following an expedited mediation process conducted in parallel with the arbitration proceedings, the parties reached a confidential settlement on May 9, 2025. The settlement was documented in a Settlement Agreement and Deed of Release, which included mutual releases, a confidentiality clause, and a non-disparagement undertaking. Halcyon APAC did not admit liability. The settlement amount was within the range of the provision that Halcyon had recognized in its FY2024 financial statements (€3 million provisioned; the settlement amount, while confidential, was confirmed by Wilhelm Ostermann to be at or below the provisioned amount).
Financial Exposure Assessment. The matter is fully resolved. The FY2024 provision of €3 million was utilized/reversed in FY2025 to reflect the settlement. No further financial exposure exists.
Disclosure Recommendation. As a concluded matter with no ongoing liability, we do not recommend individual disclosure of this proceeding in the "Legal Proceedings" section of the prospectus. However, the distributor relationship risk should be noted in the risk factors (i.e., the risk that the termination of distributor relationships or disputes with channel partners could disrupt the Company's sales in key markets). Additionally, we recommend confirming with Blackmere & Whitfield that the settlement accounting — specifically, the utilization or reversal of the €3 million FY2024 provision — is properly reflected in the FY2025 financial statements and that any disclosure in the financial statement notes regarding the resolution of this matter is consistent with the prospectus disclosures.
C. Employment and Labor Disputes
5. Former Executive Wrongful Termination Claim — Dr. Erich Moser
Status: Pending
Forum: Arbeitsgericht München (Munich Labor Court), Case No. 12 Ca 9184/25
Date Filed: August 22, 2025
Claimant: Dr. Erich Moser, a German national and former Vice President of Strategic Sourcing at Halcyon Semiconductor AG. Dr. Moser was employed by Halcyon AG from September 2019 to June 2025.
Nature of Claim. Dr. Moser alleges that his termination on June 30, 2025 constituted wrongful dismissal under German employment law and was retaliatory in nature. Specifically, Dr. Moser claims that in March 2025, he raised internal concerns through Halcyon's compliance reporting channel regarding certain supplier qualification practices in the Company's substrate and raw materials procurement division. According to Dr. Moser, he reported that certain supplier qualification assessments were being expedited or abbreviated in a manner inconsistent with the Company's documented quality management procedures (ISO 9001 and IATF 16949 certification requirements), potentially creating quality and supply chain risks. Dr. Moser alleges that within weeks of his internal complaints, he was placed on a performance improvement plan and that his termination three months later was a direct consequence of his whistleblowing activities.
Dr. Moser seeks the following relief: (a) a declaration that his dismissal was unlawful (Kündigungsschutzklage); (b) reinstatement or, in the alternative, severance compensation equivalent to 18 months' base salary (approximately €450,000); (c) damages for emotional distress and reputational harm in the amount of €200,000; (d) compensation for the forfeiture of unvested stock-based compensation (restricted stock units) valued at approximately €1.75 million at the time of termination; and (e) costs and attorneys' fees. The total claimed amount is approximately €2.4 million.
Halcyon's Position. Halcyon AG, through Bähr Stein Rechtsanwälte (Johanna Weiß) and its internal HR legal team, contends that Dr. Moser's dismissal was for cause based on documented performance deficiencies, including failure to meet established KPIs for supplier cost reduction targets, repeated delays in supplier qualification milestones, and interpersonal conflicts with direct reports that were documented in multiple HR incident reports. Halcyon AG emphatically denies any retaliatory motive and asserts that the performance improvement plan was initiated prior to Dr. Moser's internal complaints, and that the termination decision was made independently by the HR department and Dr. Moser's direct supervisor based on the performance record. Furthermore, Halcyon's internal compliance team (Ingrid Baumann) has confirmed that Dr. Moser's complaints regarding supplier qualification practices were investigated and addressed through corrective actions, and that the investigation was completed before the termination decision was finalized.
Procedural History and Current Status. Dr. Moser filed his Kündigungsschutzklage on August 22, 2025. A Gütetermin (conciliation hearing) was held before the Arbeitsgericht München on November 14, 2025, at which no settlement was reached. The matter is scheduled for a Kammertermin (chamber hearing) in Q2 2026 (tentatively May 2026).
Financial Exposure Assessment. The maximum financial exposure is approximately €2.4 million. Halcyon AG has not recognized a provision under IAS 37, as management considers the claim to be without merit and assesses the probability of an outflow of economic benefits as less than probable (i.e., less than 50%). This assessment is supported by Bähr Stein's evaluation of the merits.
Disclosure Recommendation. The claimed amount of €2.4 million is well below the materiality threshold for individual disclosure in the "Legal Proceedings" section. However, this matter warrants careful attention for several reasons beyond its financial magnitude:
(a) Whistleblower/retaliation risk. Dr. Moser's claim that his termination was retaliatory for internal compliance reporting raises concerns that investors and the SEC Staff may find relevant, particularly in the context of the Company's adoption of whistleblower policies and procedures required under Section 301 of the Sarbanes-Oxley Act of 2002 ("SOX") in connection with the US listing. The Company should be prepared to demonstrate that its whistleblower and compliance reporting policies are robust and that it has mechanisms in place to prevent retaliation.
(b) Escalation risk. We should monitor whether Dr. Moser's underlying complaints regarding supplier qualification practices give rise to any regulatory inquiry (e.g., by automotive OEM customers auditing Halcyon's quality management systems, or by IATF 16949 certification bodies). If such inquiries were to materialize, the matter could become qualitatively material.
(c) Risk factor inclusion. We recommend that the risk factors in the prospectus include a general employment risk factor addressing the risks of employment disputes, wrongful termination claims, and whistleblower/retaliation allegations, without identifying Dr. Moser or this specific proceeding by name.
We recommend continued monitoring of this matter and reassessment of the disclosure recommendation if material developments occur prior to the SEC filing dates.
6. Works Council Dispute — Halcyon Power Solutions GmbH (Dresden)
Status: Ongoing negotiation / potential Einigungsstelle proceedings
Forum: No formal proceedings have been filed as of the date of this memorandum. The dispute is currently being handled through the co-determination consultation process required under the Betriebsverfassungsgesetz (German Works Constitution Act).
Nature of Dispute. The Betriebsrat (works council) at the Halcyon Power Solutions GmbH Dresden facility has raised objections regarding the Company's proposed changes to shift scheduling arrangements at the Fab 2 production facility and the compensation premium structure for employees required to work expanded overtime hours in connection with the Fab 3 construction project. Specifically, the works council contends that the proposed move from a three-shift to a four-shift rotation pattern at Fab 2, and the overtime requirements imposed on certain engineering and maintenance personnel supporting the Fab 3 construction, constitute changes to working conditions that are subject to mandatory co-determination (Mitbestimmung) under Sections 87(1)(2) and (3) of the Betriebsverfassungsgesetz, and that the Company has not adequately consulted with the works council or offered appropriate compensation premiums for the expanded working hours.
Management and the works council have been engaged in negotiations since September 2025. If no agreement is reached, the dispute may be referred to an Einigungsstelle (conciliation board), which is a joint employer-employee arbitration body that can issue binding decisions on matters subject to co-determination. As of the date of this memorandum, the parties have not yet agreed to convene an Einigungsstelle, and negotiations are continuing.
Financial Exposure Assessment. The direct financial exposure is limited. The primary risks are: (a) the potential for increased labor costs if the Einigungsstelle mandates higher overtime premiums than the Company has budgeted; and (b) the potential for delays in the Fab 3 construction timeline if the shift scheduling dispute causes production disruptions or limits the availability of key engineering and maintenance personnel. These risks are difficult to quantify but could have implications for the Company's publicly announced Fab 3 commissioning timeline (target: Q4 2027).
Disclosure Recommendation. This matter does not constitute a "legal proceeding" for purposes of Item 8 of Form 20-F, as no formal litigation or arbitration has been commenced. However, the dispute is relevant to the risk factors that should be included in the prospectus, specifically: (a) labor relations risk, including the co-determination rights of works councils under German law and the potential for labor disputes to affect production schedules; and (b) the risks associated with the Fab 3 construction and expansion timeline, including the possibility of delays caused by labor relations issues. We recommend that the risk factors address these matters in general terms without referring to this specific dispute by name.
D. Product Liability
7. Thornfield Electric Motors Ltd. Product Liability Claim
Status: Pre-litigation demand; no formal proceedings filed as of the date of this memorandum
Forum: N/A (threatened proceedings in the High Court of England and Wales, Queen's Bench Division, Technology and Construction Court)
Nature of Claim. Thornfield Electric Motors Ltd. ("Thornfield"), a UK-based manufacturer of industrial electric motor drive systems headquartered in Birmingham, England, sent a formal letter before action (received by Halcyon AG on December 18, 2025) alleging that defective GaN power transistors manufactured by Halcyon AG and supplied to Thornfield through Halcyon's UK distribution channel caused systematic failures in Thornfield's "IndustraDrive-500" series of variable frequency drive ("VFD") systems for industrial motor applications.
According to the demand letter, Thornfield alleges that approximately 1,200 units of Halcyon's "GaN-Edge 650V" power transistors, delivered between March and August 2025, exhibited premature gate oxide degradation under normal operating conditions, causing VFD system failures in the field. Thornfield alleges that it was required to initiate a product recall of approximately 340 IndustraDrive-500 units shipped to industrial end-customers, at a total cost of approximately £3.5 million, and that it has suffered additional damages of approximately £2.5 million in lost sales, customer penalty payments, and reputational harm. The total claimed amount is approximately £6 million (approximately €7 million at current exchange rates).
Thornfield's solicitors (Rowan & Muldoon LLP, London) have indicated that if Halcyon does not acknowledge liability and propose a satisfactory settlement within 90 days of the demand letter (i.e., by approximately March 18, 2026), Thornfield intends to file proceedings in the High Court of England and Wales.
Halcyon's Position. Halcyon's quality engineering team, led by Dr. Anna-Lena Richter (VP of Quality Assurance), has conducted a root cause analysis of the alleged failures. The root cause analysis, which is documented in an internal quality investigation report (Q-IR-2025-0187, dated January 15, 2026, reviewed in data room folder 7.12), concluded that the premature gate oxide degradation identified in the affected units was attributable to improper thermal management in Thornfield's VFD system design — specifically, inadequate heatsinking and airflow in the Thornfield IndustraDrive-500 chassis — and was not caused by any manufacturing defect or design deficiency in Halcyon's GaN-Edge 650V transistors. The quality investigation report further noted that the GaN-Edge 650V devices met all published specifications and passed all standard reliability tests (including JEDEC JESD47 and AEC-Q101 qualification testing) prior to shipment.
Wilhelm Ostermann has engaged in preliminary discussions with Thornfield's solicitors (Rowan & Muldoon LLP) and has communicated Halcyon's position that the claim is without merit. Halcyon has proposed a joint technical review of the failure analysis data, which Thornfield has not yet agreed to.
Financial Exposure Assessment. If formal proceedings are filed, the maximum claimed exposure would be approximately €7 million. Halcyon has not recognized a provision under IAS 37, as management considers the claim to be without merit and assesses the probability of an outflow of economic benefits as less than probable. However, if Thornfield files proceedings, the matter will need to be reassessed under IAS 37's contingent liability disclosure requirements, as the exposure would likely be classified as a "possible" (rather than "remote") obligation requiring note disclosure even if no provision is recognized.
Disclosure Recommendation. As of the date of this memorandum, this is a threatened but unfiled proceeding. Our recommendation is as follows:
(a) If Thornfield files formal proceedings prior to the confidential submission of the Form F-1 (target date: April 14, 2026), the proceeding should be disclosed in the "Legal Proceedings" section of the prospectus, with a description of the nature of the claim, the claimed amount, and Halcyon's position that the claim is without merit.
(b) If no formal proceedings have been filed by the time of the confidential submission, the matter should be assessed as a contingent liability under IAS 37. If the possibility of an outflow is assessed as "possible" (which we believe is the appropriate characterization given the formal demand letter and the stated intention to file proceedings), the matter should be disclosed as a contingent liability in the financial statement notes and briefly referenced in the "Legal Proceedings" section of the prospectus as a threatened proceeding.
(c) In either case, the matter should inform a product liability risk factor addressing the risks of product defect claims, product recalls, and liability exposure in connection with the integration of Halcyon's semiconductor devices into customer products.
We recommend obtaining an updated status report from Wilhelm Ostermann by March 15, 2026, to determine whether Thornfield has responded to Halcyon's proposal for a joint technical review and whether formal proceedings appear imminent.
E. Tax Proceedings
8. German Tax Audit — Transfer Pricing Adjustment
Status: Under administrative review / objection (Einspruch) stage
Forum: Finanzamt München (Munich Tax Office); administrative review proceeding
Nature of Proceeding. In 2024, the Finanzamt München commenced a routine tax audit (Betriebsprüfung) of Halcyon Semiconductor AG's corporate income tax returns for fiscal years 2021 through 2023. As part of this audit, the Finanzamt's transfer pricing examination unit reviewed the intercompany royalty arrangements between Halcyon Shanghai Semiconductor Co., Ltd. (the licensee) and Halcyon Semiconductor AG (the licensor) for licensed semiconductor manufacturing technology and intellectual property.
The Finanzamt has proposed an upward adjustment to Halcyon AG's taxable income for the FY2021–FY2023 period, on the grounds that the royalty rates charged by Halcyon AG to Halcyon Shanghai were below arm's length levels. Specifically, the Finanzamt contends that the royalty rate applied (which we understand to be in the range of 3–4% of Halcyon Shanghai's net sales of products incorporating the licensed technology) is below the arm's length range for comparable technology licenses in the semiconductor industry, and that an arm's length rate would be in the range of 5–7%. The proposed upward adjustment to Halcyon AG's taxable income is approximately €28 million for the three-year period, resulting in an estimated additional German corporate income tax (Körperschaftsteuer) and trade tax (Gewerbesteuer) liability of approximately €8.4 million, plus interest of approximately €600,000, for a total estimated additional liability of approximately €9 million.
Halcyon's Position. Halcyon AG, through its tax advisors at Greaves Pryor CPAs LLP (Munich) and in coordination with Leonard Cross of Calderwood & Harkness's tax practice, has filed a formal objection (Einspruch) against the proposed assessment, arguing that:
(a) The royalty rates are arm's length and are supported by contemporaneous transfer pricing documentation, including a benchmarking study prepared by Kraft Renwick CPAs LLP in 2021 that identified comparable uncontrolled transactions in the semiconductor licensing market supporting the 3–4% royalty rate range.
(b) The Finanzamt's proposed arm's length range of 5–7% relies on an overly broad set of comparables that includes licensing arrangements for fundamentally different types of semiconductor technology (e.g., advanced logic and memory technologies) that command higher royalty rates than power semiconductor manufacturing technology.
(c) The functional and risk profile of Halcyon Shanghai — which operates as a contract manufacturer with limited decision-making autonomy and bears limited market risk — supports a lower royalty rate under the OECD Transfer Pricing Guidelines.
The administrative review of the Einspruch is ongoing. If the Einspruch is not successful, Halcyon AG may escalate the matter to the Finanzgericht München (Munich Tax Court).
Financial Exposure Assessment. The estimated maximum additional tax liability (including interest) is approximately €9 million. Halcyon AG has recognized a provision of €4 million in its FY2025 consolidated financial statements, reflecting management's assessment that some adjustment is probable but that the full amount proposed by the Finanzamt is unlikely to be sustained. The provision reflects a partial concession scenario in which the royalty rate is adjusted upward by approximately 1 percentage point (from 3.5% to 4.5%), rather than the full adjustment proposed by the Finanzamt.
We note that this transfer pricing dispute also has potential implications for Halcyon Shanghai's tax position in China, where a corresponding downward adjustment to Halcyon Shanghai's taxable income would be expected under the mutual agreement procedure ("MAP") provisions of the Germany-China Double Taxation Agreement. However, the timing and outcome of any MAP proceeding is uncertain. Coordination with the Company's China tax advisors is being handled by Leonard Cross.
Disclosure Recommendation. We recommend that this matter be disclosed in both the "Legal Proceedings" section of the prospectus and in the tax-related risk factors. In the "Legal Proceedings" section, the disclosure should describe the nature of the transfer pricing audit, the proposed adjustment, the estimated additional tax liability, and the Company's objection. In the risk factors, the disclosure should address the broader risks of transfer pricing adjustments in multiple jurisdictions, the potential for double taxation, and the uncertainty inherent in intercompany pricing arrangements for a multinational semiconductor company with operations in Germany, the United States, Singapore, China, and the Czech Republic. This analysis should be coordinated with Leonard Cross's separate tax due diligence memorandum and with Blackmere & Whitfield to ensure consistency between the tax provision, the financial statement disclosure, and the prospectus disclosures.
IV. Summary of Regulatory Proceedings and Investigations
A. German Federal Financial Supervisory Authority (BaFin)
9. BaFin Market Abuse Inquiry
Status: Closed (no action)
Forum: Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Frankfurt am Main
Period of Inquiry: April–October 2024
Nature of Inquiry. In April 2024, BaFin's Division for Market Surveillance and Market Integrity (WA 22) opened a routine surveillance inquiry related to trading activity in Halcyon Semiconductor AG's ordinary shares (FRA: HCY) in the period surrounding the Company's announcement on July 15, 2024 of the Fab 3 expansion project in Dresden, a major capital investment project with an estimated cost of approximately €1.4 billion. BaFin's inquiry was prompted by observed increases in trading volume and price movements in Halcyon shares in the weeks preceding the public announcement, which triggered BaFin's automated surveillance alerts.
BaFin issued an information request to Halcyon AG in May 2024, requesting production of the following materials: (a) the Company's insider list (Insiderverzeichnis) maintained pursuant to Article 18 of the EU Market Abuse Regulation ("MAR") and Section 26 of the German Securities Trading Act (WpHG), covering the period from January 2024 through July 2024; (b) documentation of the Company's ad-hoc disclosure procedures and decision-making process related to the Fab 3 announcement, including the timeline for the determination that inside information existed and the decision to delay disclosure; (c) records of trading in Halcyon shares by persons on the insider list during the relevant period; and (d) the Company's written procedures for handling inside information and preventing unlawful disclosure.
Resolution. Halcyon AG, through Ingrid Baumann and Bähr Stein Rechtsanwälte, cooperated fully with the inquiry and provided all requested materials in a timely manner. The materials demonstrated that: (a) the Company maintained a comprehensive and up-to-date insider list in accordance with MAR Article 18; (b) the Company's ad-hoc disclosure process was properly documented, with the Supervisory Board and Management Board having determined in May 2024 that the Fab 3 project constituted inside information but that conditions for delayed disclosure under MAR Article 17(4) were met; (c) no persons on the insider list had engaged in trading in Halcyon shares