1032-00004 · Client 1032 · Pre-Filing

pre-filing-coordination-letter-wg.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT / CFIUS COMMON INTEREST MATERIALS

CALDERWOOD & HARKNESS LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com

June 22, 2023

VIA E-MAIL AND HAND DELIVERY

Harrison Whitfield, Esq. Wethersfield & Gale LLP 2000 Pennsylvania Avenue NW, Suite 600 Washington, DC 20006

Re: Coordination of Joint Voluntary Notice — Acquisition of Marlowe Asset Management Photonics Inc. (CFIUS Case [to be assigned]); Halcyon Semiconductor Aktiengesellschaft / Marlowe Asset Management Photonics Inc.

Dear Harrison:

I. Purpose and Background

We write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("HSAG"), in connection with the preparation and filing of a joint voluntary notice (the "Notice") with the Committee on Foreign Investment in the United States ("CFIUS") relating to HSAG's proposed acquisition of Marlowe Asset Management Photonics Inc. ("VPI"). As you are aware, HSAG, acting through its wholly-owned acquisition vehicle Halcyon US Holdings Inc., a Delaware corporation formed on June 5, 2023, and the shareholders of VPI (the "Selling Shareholders") entered into that certain Stock Purchase Agreement dated as of June 10, 2023 (the "SPA"), pursuant to which HSAG will acquire one hundred percent (100%) of the outstanding equity interests of VPI for aggregate consideration of approximately $1.42 billion in cash on a cash-free, debt-free basis, subject to certain adjustments and additional contingent consideration as described more fully herein.

As you know, Calderwood & Harkness LLP ("C&H") serves as counsel to HSAG in connection with all aspects of the CFIUS filing, and Wethersfield & Gale LLP ("W&G") serves as counsel to VPI and the Selling Shareholders. On June 19, 2023, representatives of C&H and W&G participated in a pre-filing consultation with the U.S. Department of the Treasury, Office of Investment Security ("Treasury OIS"), during which the parties provided an overview of the proposed transaction and received preliminary guidance from the Staff regarding the scope and content of the forthcoming Notice. The pre-filing consultation was productive, and we believe the Staff appreciated the early engagement and the parties' willingness to address potential national security considerations proactively.

The purpose of this letter is to set forth the proposed division of responsibilities between C&H, as buyer's counsel, and W&G, as seller's and target's counsel, for the preparation and filing of the joint voluntary notice under 31 C.F.R. § 800.501 et seq. We also propose an internal timeline and coordination framework designed to ensure timely submission of a complete and well-organized Notice. We are targeting a filing date of July 14, 2023, which would allow CFIUS to begin its forty-five (45) calendar day review period promptly thereafter, with the possibility of clearance (or initiation of an investigation, if necessary) by late August 2023.

We believe that early and transparent coordination between our respective teams is essential to producing a filing that is responsive to the Committee's information requirements and that minimizes the likelihood of follow-up questions or requests for supplemental information that could delay the review process. Accordingly, we respectfully request that you review the proposed allocation described below and confirm your agreement (or propose any modifications) at your earliest convenience.

II. Overview of the Joint Voluntary Notice Structure

Consistent with the requirements of 31 C.F.R. Part 800, Subpart E, the Notice will be prepared and filed jointly by the parties — that is, by HSAG (as the foreign acquiring person) and by VPI and the Selling Shareholders (as the U.S. business and the parties to the transaction). The Notice will be submitted to CFIUS through Treasury OIS and will consist of a main narrative body addressing the information requirements set forth in 31 C.F.R. § 800.502, together with the following exhibits and supporting materials:

Exhibit A — Transaction Documents (including the SPA, organizational documents of HSAG, Halcyon US Holdings Inc., and VPI, and ancillary agreements)

Exhibit B — Business Description of Marlowe Asset Management Photonics Inc.

Exhibit C — Business Description of Halcyon Semiconductor AG

Exhibit D — Organizational Charts and Corporate Structure (pre-closing and post-closing)

Exhibit E — Products and Services Subject to U.S. Government Regulation (ITAR, EAR, and related regulatory classifications)

Exhibit F — Government Contracts Summary

Exhibit G — Personnel with U.S. Government Security Clearances

Certification Declarations — Separate certifications to be executed by an authorized officer of HSAG and an authorized officer of VPI, respectively, in accordance with 31 C.F.R. § 800.502

We anticipate that both parties will review and have the opportunity to comment on all sections of the Notice before it is finalized and submitted. However, given the breadth of information required and the efficiencies to be gained through a clear division of labor, we propose that primary drafting responsibility be allocated as set forth in Sections III and IV below. The "primary drafter" of each section or exhibit will be responsible for producing the initial draft and incorporating comments from the reviewing party. The "reviewer" will be expected to provide comments, supplemental information, and corrections within the deadlines specified in Section V.

III. Calderwood & Harkness Responsibilities (Buyer's Counsel)

C&H will assume primary drafting responsibility for the following sections and exhibits of the Notice:

3.1 Main Notice Body — Buyer-Side Sections

C&H will prepare all sections of the main notice body relating to the identification and description of HSAG and its affiliates, including the following:

(a) Identification and Description of HSAG. Full legal name: Halcyon Semiconductor Aktiengesellschaft. Entity type: Aktiengesellschaft (stock corporation) organized under the laws of the Federal Republic of Germany, specifically registered in the Free State of Saxony. Principal headquarters: Industriestraße 44, 01099 Dresden, Saxony, Germany. Telephone: +49 (0) 351 555-0000. The description will include a narrative overview of HSAG's global business, its history, and its strategic rationale for the acquisition of VPI.

(b) Ownership Structure and Beneficial Ownership Analysis. HSAG is publicly traded on the Frankfurt Stock Exchange under the XETRA ticker symbol "HLC." As of June 1, 2023, HSAG's market capitalization was approximately €14.8 billion. C&H will prepare the ownership analysis required under 31 C.F.R. § 800.502(b), including identification of shareholders holding five percent (5%) or more of outstanding shares, any foreign government ownership interests, and any arrangements that could confer control or influence over HSAG. To our knowledge, HSAG has no single shareholder holding more than ten percent (10%) of outstanding shares, and no foreign government holds any direct or indirect ownership interest. We will confirm these facts and present the analysis in full in the Notice.

(c) Board and Management Composition of HSAG. The Notice will identify the members of HSAG's Vorstand (Management Board) and Aufsichtsrat (Supervisory Board), with particular emphasis on the following key officers: Dr. Maximilian Ehrhardt, Chief Executive Officer (Vorstandsvorsitzender); Katarina Brückner, Chief Financial Officer; and Stefan Lohse, General Counsel (LL.M., Georgetown University Law Center, admitted in the State of New York and licensed as Rechtsanwalt in Germany). The Notice will include biographical summaries for each officer and director, including citizenship, countries of residence, and any U.S. government relationships.

(d) Description of Acquisition Vehicle. Halcyon US Holdings Inc. is a Delaware C-corporation formed on June 5, 2023, solely for the purpose of effectuating the acquisition of VPI. Its registered agent is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Its Employer Identification Number (EIN) is 93-2841067. Halcyon US Holdings Inc. is a wholly-owned subsidiary of HSAG and has no employees, assets, or operations other than those related to the pending transaction. C&H will include the certificate of incorporation and bylaws of Halcyon US Holdings Inc. as part of the organizational documents filed with Exhibit A.

(e) HSAG's Existing U.S. Operations. HSAG currently maintains U.S. operations through Halcyon US Inc., a Delaware corporation with its principal offices at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758 (EIN: 81-3056429). Halcyon US Inc. operates as a fabless semiconductor design center with approximately 320 employees, focusing on analog and mixed-signal integrated circuit design. Halcyon US Inc. does not currently perform any classified work, does not hold a facility security clearance, and does not maintain any contracts with the U.S. Department of Defense or other national security agencies. C&H will describe the scope of Halcyon US Inc.'s activities in sufficient detail to demonstrate the absence of any current national security sensitivities in HSAG's existing U.S. footprint.

(f) HSAG Financial Information. For fiscal year 2022, HSAG reported consolidated revenue of €6.12 billion and EBITDA of €1.37 billion. C&H will include a summary of HSAG's audited financial statements for the three most recent fiscal years (FY2020, FY2021, FY2022), as well as the most recent interim period, as required by the Notice. Copies of HSAG's annual reports will be provided as supporting documents.

(g) HSAG's Foreign Operations. C&H will describe HSAG's global operations, including subsidiaries, joint ventures, and significant commercial relationships in jurisdictions outside of Germany and the United States. Of particular relevance to the CFIUS analysis, HSAG maintains a subsidiary in the People's Republic of China: Halcyon Semiconductor (Shanghai) Co., Ltd., which generated revenue of approximately $81.4 million in fiscal year 2022, representing approximately 1.3% of HSAG's total consolidated revenue. The Shanghai subsidiary's activities are limited to the design and sale of consumer-grade power management integrated circuits (ICs) for use in mobile devices and consumer electronics. The Shanghai subsidiary does not engage in any activities related to gallium nitride (GaN) technology, millimeter-wave (mmWave) products, defense electronics, or any other technology of the type developed or manufactured by VPI. C&H will present this information clearly and affirmatively to address the anticipated CFIUS focus on any nexus between HSAG's China operations and VPI's critical technology portfolio.

(h) Corporate Registration and Identifiers. HSAG's German commercial register number is HRB 28416, registered with the Amtsgericht (Local Court) Dresden. HSAG's Legal Entity Identifier (LEI) is 5299007KXQ2M4GHILZ38. C&H will include all additional corporate identifiers required by the Notice, including any DUNS numbers, CAGE codes, or other identification numbers applicable to HSAG and its affiliates.

3.2 Transaction Structure Sections

C&H will prepare the sections of the Notice describing the structure, terms, and financing of the proposed transaction, including:

(a) Transaction Structure. The transaction is structured as a one hundred percent (100%) equity acquisition of VPI on a cash-free, debt-free basis, with a normalized net working capital target of $34.6 million, subject to a customary post-closing adjustment mechanism. Upon closing, VPI will become an indirect wholly-owned subsidiary of HSAG, held through the acquisition vehicle Halcyon US Holdings Inc.

(b) Consideration. The aggregate base purchase price is $1.42 billion in cash, payable at closing. In addition, the SPA provides for (i) an escrow holdback of $71 million (representing approximately 5% of the base purchase price) to be held in escrow for a period of eighteen (18) months following closing to secure indemnification obligations of the Selling Shareholders, and (ii) contingent earnout consideration of up to $85 million, payable in two tranches tied to government-contract revenue milestones: (x) $50 million payable if VPI achieves government-contract revenue of at least a specified threshold during calendar year 2024, and (y) $35 million payable if VPI achieves government-contract revenue of at least a specified threshold during calendar year 2025. The maximum aggregate consideration under the SPA is therefore $1.505 billion, inclusive of the base purchase price and the maximum earnout payments.

(c) Financing. The acquisition will be financed through a combination of debt and equity. The debt component consists of a $900 million senior secured term loan from a syndicate of lenders led by Meridian National Bank (as administrative agent), with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers. The equity component consists of approximately $520 million in HSAG equity contribution, funded through a combination of HSAG balance sheet cash and an approximately €300 million draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG. C&H will include copies of the commitment letters and the credit agreement (or term sheet, if the credit agreement has not yet been executed) as supporting documents. We note that none of the financing sources involve any foreign government-affiliated entity or sovereign wealth fund, and we will confirm this affirmatively in the Notice.

(d) SPA Execution and Closing Conditions. The SPA was executed on June 10, 2023. Closing is subject to customary conditions, including, among others, the receipt of CFIUS clearance pursuant to SPA Section 7.1(c), which provides that the obligation of the parties to consummate the closing is conditioned upon the receipt of written notice from CFIUS that the transaction has been cleared, or the expiration of the applicable review or investigation period without action by CFIUS or the President of the United States to block the transaction. The SPA also contains customary regulatory approval conditions relating to antitrust clearances in the United States (Hart-Scott-Rodino) and the European Union.

3.3 Exhibit C — Business Description of Halcyon Semiconductor AG

C&H will prepare the full draft of Exhibit C, which will provide a comprehensive description of HSAG's global business operations, U.S. presence, corporate governance and organizational structure, ownership and beneficial ownership analysis, and the absence of any foreign government ownership, control, or influence over HSAG. Exhibit C will be organized to address each of the information categories specified in 31 C.F.R. § 800.502 as they relate to the foreign acquiring person. We will include supporting documentation such as HSAG's articles of association (Satzung), excerpts from HSAG's most recent annual report and proxy statement equivalent (Hauptversammlungsprotokoll), and organizational charts.

3.4 Exhibit D — Organizational Charts and Corporate Structure

C&H will prepare the pre-closing and post-closing organizational structure diagrams required for the Notice. The post-closing organizational chart will illustrate the chain of ownership from HSAG (parent) to Halcyon US Holdings Inc. (acquisition vehicle) to VPI (target), as well as the existing HSAG subsidiary Halcyon US Inc. (Austin, Texas). The pre-closing chart will illustrate HSAG's current corporate structure, including its principal subsidiaries worldwide, and VPI's current ownership structure as a standalone entity.

In order to complete the pre-closing VPI organizational chart and capitalization table, we request that W&G provide the current VPI organizational chart and a detailed capitalization table reflecting the ownership interests of each Selling Shareholder by no later than June 30, 2023. Based on our understanding from the SPA and related disclosure schedules, we expect the capitalization table to reflect the following approximate ownership percentages:

• Ridgecrest Ventures Fund III, L.P. — 31.7%

• Cascadian Capital Partners Growth Fund II, L.P. — 24.3%

• Dr. Nathan Trevorrow and family trusts — 22.4%

• Marissa Sung-Avila — 4.1%

• Employee option pool (vested and unvested) — 11.8%

• Other angel investors — 5.7%

Please confirm these figures or provide any corrections as part of the information delivery on June 30.

3.5 Proposed Mitigation Framework Section

C&H will draft the section of the Notice describing HSAG's proposed mitigation measures designed to address the national security considerations identified during the pre-filing consultation with Treasury OIS on June 19, 2023. As discussed at that meeting, the proposed mitigation framework is expected to include the following elements:

(a) Board Restructuring. Reconstitution of VPI's board of directors following closing to include a specified number of independent U.S. citizen directors approved by CFIUS, with responsibility for oversight of VPI's classified and government contract activities.

(b) Technology Control Plan ("TCP"). Implementation of a comprehensive TCP governing access to VPI's controlled technology, including GaN epitaxial growth processes, HEMT design methodologies, and mmWave power amplifier architectures. The TCP will restrict HSAG personnel (including employees of Halcyon Semiconductor (Shanghai) Co., Ltd.) from accessing controlled technology and classified information.

(c) Facility Access Restrictions. Physical and logical access restrictions at VPI's Albuquerque fab facility (which holds a Facility Security Clearance up to the SECRET level) to prevent unauthorized access by non-U.S. persons.

(d) Data Segregation. Implementation of information technology systems and protocols to segregate VPI's controlled and classified data from HSAG's broader corporate IT infrastructure.

(e) Compliance Monitoring. Appointment of a third-party security monitor or compliance officer, reporting to CFIUS, to oversee implementation of and adherence to the mitigation agreement.

This section of the Notice will be drafted to reflect the feedback received from Treasury OIS during the June 19 pre-filing consultation and to demonstrate HSAG's good faith commitment to addressing the Committee's national security concerns. We anticipate that the mitigation framework will be refined during the CFIUS review process itself, and the Notice section is intended to present an initial proposal rather than a final agreement.

3.6 Certification Declaration — HSAG

C&H will prepare the draft certification declaration for HSAG in accordance with the requirements of 31 C.F.R. § 800.502. The certification will be executed by Dr. Maximilian Ehrhardt, Chief Executive Officer of HSAG, in his capacity as a duly authorized officer of the foreign acquiring person. We will circulate the draft certification to Stefan Lohse (HSAG General Counsel) for review in advance of the execution deadline of July 12, 2023.

IV. Wethersfield & Gale Responsibilities (Seller's / Target's Counsel)

W&G will assume primary drafting responsibility for the following sections and exhibits of the Notice:

4.1 Main Notice Body — Target-Side Sections

W&G will prepare all sections of the main notice body relating to the identification and description of VPI, including the following:

(a) Identification and Description of VPI. Full legal name: Marlowe Asset Management Photonics Inc., a Delaware C-corporation incorporated on February 14, 2009. Employer Identification Number (EIN): 26-4371885. Principal headquarters: 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI's primary manufacturing facility is its gallium nitride on silicon carbide (GaN-on-SiC) fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113, consisting of approximately 45,000 square feet. VPI's Albuquerque facility holds a Facility Security Clearance ("FCL") up to the SECRET level, issued and maintained by the Defense Counterintelligence and Security Agency ("DCSA"), formerly the Defense Security Service.

(b) VPI Management. The Notice will identify and provide biographical summaries for VPI's senior management team, including:

• Dr. Nathan Trevorrow — Founder, Chief Executive Officer, and Board Chair. U.S. citizen. Holds an active Top Secret / Sensitive Compartmented Information (TS/SCI) security clearance.

• Marissa Sung-Avila — President and Chief Operating Officer. U.S. citizen. Holds an active SECRET security clearance.

• Derek Wainsborough — Chief Financial Officer. U.S. citizen.

• Colonel (Ret.) Bryce Hendrickson, U.S. Army — Vice President of Government Programs and Facility Security Officer (FSO). U.S. citizen. Holds an active TS/SCI security clearance.

• Dr. Nathan Trevorrow (Chair)

• Marissa Sung-Avila

• Franklin Yee (designee of Ridgecrest Ventures Fund III, L.P.)

• Olivia Hartmann (designee of Cascadian Capital Partners Growth Fund II, L.P.)

• Adrienne Delacroix (independent director; U.S. citizen; holds an active SECRET security clearance)

(d) VPI Financial Information. For fiscal year 2022, VPI reported revenue of $287.4 million and EBITDA of $61.2 million. VPI currently employs approximately 486 individuals, of whom 212 hold active U.S. government security clearances at the SECRET or TS/SCI level. W&G will include a summary of VPI's audited financial statements for the three most recent fiscal years and the most recent interim period, as required by the Notice.

4.2 Exhibit A — Transaction Documents

W&G will prepare the compilation cover letter for Exhibit A, identifying all transaction documents to be included in the Notice. Exhibit A is expected to include the following:

• The Stock Purchase Agreement, dated June 10, 2023 (including all exhibits and disclosure schedules, with appropriate redactions of competitively sensitive pricing and customer information as permitted by CFIUS practice)

• Organizational documents of HSAG (articles of association / Satzung) — to be provided by C&H

• Certificate of Incorporation and Bylaws of Halcyon US Holdings Inc. — to be provided by C&H

• Certificate of Incorporation and Bylaws of VPI — to be provided by W&G

• Ancillary agreements, including any transition services agreement, employment agreements for key employees, and escrow agreement (to the extent executed or in substantially final form as of the filing date)

C&H will provide all HSAG-side organizational documents and financing commitment letters to W&G by June 30, 2023, for inclusion in the compilation. W&G will provide all VPI-side organizational documents on the same timeline.

4.3 Exhibit B — Business Description of Marlowe Asset Management Photonics Inc.

W&G will prepare the full draft of Exhibit B, providing a comprehensive description of VPI's business, products, customers, government contracts, classified programs, export-controlled items, intellectual property portfolio, and facilities. Given VPI's significance as a U.S. business engaged in the design and manufacture of critical technologies for the U.S. defense industrial base, Exhibit B will be the most substantive and detailed exhibit in the filing. We expect that Exhibit B will address, at a minimum, the following:

(a) Products and Services. VPI designs and manufactures gallium nitride (GaN) power amplifier chips for use in defense radar systems, satellite communications platforms, and 5G wireless infrastructure. VPI's products include discrete GaN high electron mobility transistor (HEMT) devices, monolithic microwave integrated circuits (MMICs), and transmit/receive (T/R) modules for active electronically scanned array (AESA) radar systems. VPI's GaN-on-SiC technology is a recognized critical technology within the U.S. defense industrial base.

(b) Customers. VPI's customers include the U.S. Department of Defense (through both prime contracts and subcontracts), other U.S. government agencies, and major defense prime contractors. A listing of VPI's top customers by revenue will be included.

(c) intellectual Property Portfolio. VPI holds a substantial portfolio of intellectual property, including forty-seven (47) issued U.S. patents and twelve (12) pending patent applications relating to GaN epitaxial growth processes, HEMT device design, and mmWave power amplifier architectures. VPI also maintains thirty-one (31) registered internal trade secrets. Of particular significance to the CFIUS analysis, twenty-three (23) of VPI's issued patents were developed under U.S. government-funded contracts and are subject to government march-in rights under 35 U.S.C. § 203 and the provisions of DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor (Large Business)). We note that the existence of these government-funded patents and associated march-in rights will likely be of interest to the Committee, and we recommend that W&G describe the scope and nature of the government's retained rights with precision.

(d) Identifiers. VPI's CAGE Code is 7VK92, and its DUNS Number is 07-812-4493.

4.4 Exhibit E — Products and Services Subject to U.S. Government Regulation

W&G will prepare Exhibit E, providing a detailed listing and description of all VPI products, services, and technical data that are subject to U.S. government export control and defense trade regulations. Based on our understanding from the pre-filing consultation and the SPA disclosure schedules, Exhibit E is expected to address the following:

(a) International Traffic in Arms Regulations (ITAR). VPI is registered with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State under DDTC Registration No. M-24817. VPI has been continuously registered since 2011. Certain of VPI's defense-related products and technical data are classified as defense articles under Category XI(a)(3) of the United States Munitions List (USML), 22 C.F.R. § 121.1.

(b) Export Administration Regulations (EAR). Certain of VPI's commercial and dual-use products are classified under the Export Control Classification Numbers (ECCNs) 3A001 (electronic components), 3A991 (electronic components not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001). W&G should provide the complete list of VPI ECCNs and identify any items subject to license requirements for export to Germany or other jurisdictions relevant to HSAG's operations.

(c) Active Export Licenses. VPI currently holds three (3) active DSP-5 (Permanent Export License) authorizations for deliveries of defense articles to NATO allies, specifically the United Kingdom and Australia. W&G should include the license numbers, descriptions of authorized commodities, end-users, and expiration dates.

4.5 Exhibit F — Government Contracts Summary

W&G will prepare Exhibit F, providing a comprehensive summary of VPI's active U.S. Department of Defense contracts, including both prime contracts and subcontracts. Based on information available to us, VPI currently holds fourteen (14) active DoD contracts. W&G will prepare a table identifying each contract by contract number, contracting agency, contract type (fixed-price, cost-plus, etc.), total contract value, remaining backlog, performance period, and classification level (unclassified, SECRET, TS/SCI).

We understand that the five largest contracts by remaining backlog are as follows:

1. U.S. Army CERDEC (Communications-Electronics Research, Development and Engineering Center) — GaN HEMT modules for the AN/TPS-80 Ground/Air Task-Oriented Radar (G/ATOR) system — Remaining backlog: $52.3 million.

2. Air Force Research Laboratory (AFRL) — Next-generation mmWave power amplifiers for advanced electronic warfare and communications applications — Remaining backlog: $41.7 million.

3. Missile Defense Agency (MDA) — GaN-based transmit/receive modules for ground-based missile defense radar systems — Remaining backlog: $38.9 million.

4. Subcontract to Ironclad Defense Systems Inc. (prime contractor to U.S. Navy, Naval Sea Systems Command (NAVSEA)) — GaN components for naval radar modernization — Remaining backlog: $34.1 million.

5. Department of Homeland Security, Science and Technology Directorate (DHS S&T) — Radio frequency components for border surveillance systems — Remaining backlog: $26.0 million.

The aggregate remaining backlog across all fourteen active contracts is approximately $193.0 million. We expect that this government contract portfolio will be a focal point of the CFIUS review, and we recommend that the contract descriptions be as thorough as possible while remaining at an appropriate classification level for inclusion in the unclassified filing.

4.6 Exhibit G — Personnel with U.S. Government Security Clearances

W&G will prepare Exhibit G, providing an anonymized summary table of VPI's 212 employees who hold active U.S. government security clearances. The table should break out the cleared employee population by clearance level (SECRET and TS/SCI) and, to the extent permissible in an unclassified filing, by program affiliation or functional area. The exhibit should also identify Colonel (Ret.) Bryce Hendrickson as VPI's Facility Security Officer, responsible for the administration of VPI's personnel and facility security programs under the National Industrial Security Program (NISP).

We note that the specific names and personal identifying information of cleared personnel should not be included in the unclassified Notice. If CFIUS requests individual-level information during its review, we will coordinate the appropriate response at that time.

4.7 Certification Declaration — VPI

W&G will prepare the draft certification declaration for VPI in accordance with the requirements of 31 C.F.R. § 800.502. The certification will be executed by Dr. Nathan Trevorrow, Chief Executive Officer of VPI, in his capacity as a duly authorized officer of the U.S. business. We request that W&G circulate the draft certification to C&H for review no later than July 7, 2023, so that we can confirm consistency between the HSAG and VPI certifications prior to the execution deadline.

4.8 Seller Information

W&G will provide identification information for each Selling Shareholder as required by the Notice, including the full legal name, jurisdiction of organization, principal address, and beneficial ownership information for each selling entity and individual. Based on our understanding, the Selling Shareholders include:

• Ridgecrest Ventures Fund III, L.P. (31.7% of VPI's outstanding equity). General Partner: Ridgecrest Ventures Management LLC. Managing Partner: Franklin Yee. Address: 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025.

• Cascadian Capital Partners Growth Fund II, L.P. (24.3% of VPI's outstanding equity). General Partner: Cascadian Capital Partners Management LLC. Managing Director: Olivia Hartmann. Address: 1201 Third Avenue, Suite 4400, Seattle, Washington 98101.

• Dr. Nathan Trevorrow and family trusts (22.4% of VPI's outstanding equity). W&G should specify the legal names and structures of the applicable family trusts.

• Marissa Sung-Avila (4.1% of VPI's outstanding equity).

• Employee option pool holders (11.8% of VPI's outstanding equity, representing vested and unvested options). W&G should provide a summary of the option pool structure and confirm whether individual option holders will be identified by name in the Notice.

• Other angel investors (5.7% of VPI's outstanding equity). W&G should provide a listing of each angel investor holding one percent (1%) or more of VPI's outstanding equity, together with relevant identification information.

V. Shared Responsibilities and Coordination

5.1 Joint Sections of the Notice

Certain sections of the Notice will require input from both parties and should be drafted collaboratively. We propose the following approach:

(a) Transaction Rationale and Business Purpose. C&H will prepare the initial draft of the transaction rationale section, describing HSAG's strategic reasons for acquiring VPI (including expansion of HSAG's compound semiconductor capabilities, entry into the GaN power amplifier market, and enhanced position in defense electronics). W&G will review and supplement this section with VPI's perspective on the transaction, including the benefits to VPI's business and employees. We expect that this section will emphasize the transaction's potential to strengthen the U.S. defense industrial base by providing VPI with access to HSAG's capital resources, manufacturing scale, and R&D capabilities.

(b) Foreign Ownership, Control, or Influence (FOCI) Analysis. C&H will lead the drafting of the FOCI analysis section, which will assess the extent to which VPI's operations and classified programs may be subject to foreign ownership, control, or influence following closing. We request that W&G provide detailed information regarding VPI's current facility clearance arrangements with DCSA, VPI's existing FOCI mitigation (if any), and VPI's relationship with DCSA, including the name and contact information for VPI's assigned Industrial Security Representative. This information is essential to the FOCI analysis and to the design of appropriate post-closing security arrangements (e.g., a Security Control Agreement (SCA) or Special Security Agreement (SSA)) that may be required in connection with any CFIUS mitigation agreement.

5.2 Internal Deadlines and Review Process

In order to meet the target filing date of July 14, 2023, we propose the following internal timeline:

This timeline is aggressive but achievable if both teams commit the necessary resources. We recognize that certain exhibits (particularly Exhibit B, Exhibit F, and Exhibit G) may require significant effort to compile, and we encourage W&G to begin the information-gathering process immediately. If any milestone appears at risk, we ask that the affected team notify the other promptly so that the timeline can be adjusted as needed.

5.3 Client Approvals

Each counsel will be responsible for obtaining the approval of its respective client prior to filing. On the HSAG side, client approval will be coordinated through Stefan Lohse, General Counsel of HSAG, who will serve as the primary client contact for review and sign-off on the Notice. We will ensure that Dr. Ehrhardt has adequate time to review the Notice and execute the HSAG certification.

On the VPI side, we understand that client approval will be coordinated through Dr. Nathan Trevorrow, CEO of VPI. We also wish to note that, given Colonel (Ret.) Bryce Hendrickson's role as Facility Security Officer and his TS/SCI clearance, Colonel Hendrickson should review all classified-program-related content in Exhibits B, F, and G to ensure that the unclassified filing does not inadvertently include information that should be classified or that could compromise sensitive program details. We recommend that W&G include Colonel Hendrickson in the internal review process from the outset.

5.4 Classified Information Handling

We wish to remind both teams that certain information relating to VPI's classified programs may not be included in the unclassified Notice filing. To the extent that VPI's involvement in classified programs requires the submission of a classified supplement or annex, such materials must be coordinated separately with CFIUS through appropriate secure channels, including the use of DCSA-approved classified transmission methods. Neither C&H nor W&G should include any classified information (including program code words, classified contract performance details, or classified technical data) in unclassified drafts or communications.

We request that W&G identify any content that may require classified treatment and advise C&H no later than June 28, 2023, so that we can plan accordingly and, if necessary, coordinate with Treasury OIS regarding the procedures for submitting classified supplements.

5.5 Document Collection

Both firms will need to coordinate the collection, review, and indexing of all supporting documents that will be referenced in or appended to the Notice. We propose the following division of document collection responsibilities:

C&H will provide the following documents:

• HSAG corporate documents (articles of association / Satzung, most recent Handelsregisterauszug)

• HSAG annual reports (FY2020, FY2021, FY2022)

• Halcyon US Holdings Inc. formation documents (certificate of incorporation, bylaws, EIN assignment letter)

• Credit agreement and financing commitment letters from Meridian National Bank (as administrative agent), Atlas Commercial Lending AG, and Pacific Basin Credit Corp.

• HSAG board and management biographical information

• HSAG subsidiary list and organizational charts

W&G will provide the following documents:

• VPI corporate documents (certificate of incorporation, bylaws, stockholders' agreement, investor rights agreement)

• VPI audited financial statements for FY2020, FY2021, and FY2022 (auditor: Arbor & Greenfield LLP)

• VPI interim financial statements for the most recent period

• Government contract documentation (contract awards, modifications, and relevant correspondence for all 14 active contracts, redacted as appropriate for classification)

• ITAR registration documentation (DDTC Registration No. M-24817)

• EAR classification records and self-classification documentation

• Copies of active DSP-5 export licenses

• Facility clearance documentation (DD Form 441, Security Control Agreement, or other FOCI mitigation instrument currently in place with DCSA)

• Capitalization table and organizational chart for VPI

All documents should be provided in searchable PDF format, with an index identifying each document by title, date, and relevance to the Notice. We suggest establishing a shared virtual data room (accessible only to authorized personnel of C&H and W&G and their respective clients) for the efficient exchange and management of these materials.

VI. Points of Contact

The following C&H personnel will serve as the primary points of contact for the preparation of the CFIUS Notice:

Margaret "Peggy" Ashworth — Of Counsel, National Security & CFIUS Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4112	Email: mashworth@calderwoodharkness.com
Lt. Col. (Ret.) David Caruso — Senior Counsel, Government Contracts & Export Controls Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4138	Email: dcaruso@calderwoodharkness.com
Priya Venkataraman — Associate, International Trade & Sanctions Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4155	Email: pvenkataraman@calderwoodharkness.com
Beatrice Holloway — Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP 399 Park Avenue, 31st Floor, New York, NY 10022 Tel: (212) 555-7200	Email: bholloway@calderwoodharkness.com
Kenneth Morales — Associate, Corporate/M&A Calderwood & Harkness LLP 399 Park Avenue, 31st Floor, New York, NY 10022 Tel: (212) 555-7245	Email: kmorales@calderwoodharkness.com

In addition, Omar Siddiqui and Christy Bauer from our intellectual Property group in Washington, DC, are available to coordinate with W&G on patent and IP-related content in Exhibit B, particularly with respect to the description of VPI's 47 issued patents, 12 pending applications, and 31 registered trade secrets, as well as the analysis of government march-in rights under 35 U.S.C. § 203.

We request that W&G confirm its points of contact for the Notice preparation process. Based on our prior discussions, we anticipate that Harrison Whitfield, Sandra Niehaus, and Tobias Kwan will serve as the W&G counterparts for this engagement. Please confirm and provide any additional team members who will be involved.

VII. Confidentiality and Privilege

We wish to remind both teams that all communications, drafts, memoranda, and work product relating to the preparation and filing of the CFIUS Notice are subject to the protections of the attorney-client privilege and the attorney work product doctrine. In addition, to the extent that C&H and W&G are sharing information and coordinating legal strategy in connection with the joint filing, such communications are protected by the common interest doctrine (also referred to as the joint defense privilege in some jurisdictions).

We believe that a common interest agreement was executed between C&H and W&G in connection with the CFIUS aspects of this transaction. If such an agreement has not yet been finalized and countersigned, we request that we complete that process promptly — ideally by the end of this week — to ensure that all shared communications are appropriately protected from disclosure. We can circulate a revised draft if necessary.

All drafts of the Notice and supporting materials should be marked with the following legend:

"ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT / CFIUS COMMON INTEREST MATERIALS"

We further remind both teams that, consistent with CFIUS regulations and practice, the content of the Notice itself is treated as confidential by the Committee and is exempt from disclosure under the Freedom of Information Act. See 31 C.F.R. § 800.702. Nevertheless, the parties should exercise care to ensure that drafts and working materials are not inadvertently disclosed to third parties who are not covered by the common interest agreement or the attorney-client privilege.

VIII. Closing

We appreciate your attention to this letter and the collaborative approach that your team has demonstrated throughout the planning stages of this filing. Given the national security sensitivities inherent in VPI's business and the importance of presenting a thorough and well-organized Notice to the Committee, we believe that close coordination between our respective teams is essential.

We respectfully request that you confirm your agreement with the proposed allocation of responsibilities and the internal timeline set forth herein at your earliest convenience, and in any event no later than June 26, 2023. We also propose scheduling a coordination call during the week of June 26 to finalize the work plan, address any open questions regarding the scope of information to be included in the Notice, and discuss the logistics of document exchange and review.

We look forward to working collaboratively with you and your team on this important filing, and we are confident that, with appropriate planning and diligent effort, we will be able to meet the July 14 target filing date.

Please do not hesitate to contact me at (202) 555-4112 or mashworth@calderwoodharkness.com if you have any questions or wish to discuss any aspect of this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS 1750 K Street NW, Suite 800 Washington, DC 20006 Tel: (202) 555-4112

Email: mashworth@calderwoodharkness.com

cc: (via e-mail)

Beatrice Holloway, Esq. — Calderwood & Harkness LLP (New York) Lt. Col. (Ret.) David Caruso — Calderwood & Harkness LLP (Washington, DC) Stefan Lohse, Rechtsanwalt — General Counsel, Halcyon Semiconductor AG Sandra Niehaus, Esq. — Wethersfield & Gale LLP Tobias Kwan, Esq. — Wethersfield & Gale LLP

Enclosure: Proposed Responsibility Matrix and Internal Timeline

ENCLOSURE PROPOSED RESPONSIBILITY MATRIX AND INTERNAL TIMELINE Halcyon Semiconductor AG / Marlowe Asset Management Photonics Inc. — CFIUS Joint Voluntary Notice

This Responsibility Matrix is provided for coordination purposes only and does not constitute a legal agreement between the parties or their respective counsel. All sections of the Notice remain subject to review and comment by both parties prior to filing.

Date	Milestone
June 28, 2023	W&G identifies any content requiring classified treatment and advises C&H (see Section 5.4 below)
June 30, 2023	All initial exhibit drafts and underlying data exchanged between counsel
July 3, 2023	First consolidated draft of the full Notice circulated for internal review by both teams
July 7, 2023	Comments due from both parties; resolution of open issues and reconciliation of cross-references
July 10, 2023	Near-final Notice circulated to clients for review and certification execution
July 12, 2023	Executed certifications received from Dr. Maximilian Ehrhardt (HSAG) and Dr. Nathan Trevorrow (VPI)
July 14, 2023	Filing of the joint voluntary Notice with CFIUS
Section / Exhibit	Primary Drafter	Reviewer	Internal Deadline
Main Notice Body — Buyer-Side Sections (HSAG identification, ownership, management, U.S. operations, financial info, foreign operations)	C&H	W&G	June 30, 2023
Main Notice Body — Target-Side Sections (VPI identification, management, board, financial info, clearances)	W&G	C&H	June 30, 2023
Transaction Structure Sections (structure, consideration, financing, closing conditions)	C&H	W&G	June 30, 2023
Transaction Rationale / Business Purpose	C&H (initial draft)	W&G (supplement)	June 30, 2023
FOCI Analysis	C&H (lead)	W&G (input on VPI FCL/DCSA)	June 30, 2023
Proposed Mitigation Framework	C&H	W&G	June 30, 2023
Exhibit A — Transaction Documents	W&G (compilation)	C&H (HSAG docs)	June 30, 2023
Exhibit B — Business Description of VPI	W&G	C&H	June 30, 2023
Exhibit C — Business Description of HSAG	C&H	W&G	June 30, 2023
Exhibit D — Organizational Charts (pre- and post-closing)	C&H	W&G (VPI org chart input)	June 30, 2023
Exhibit E — Products & Services Subject to U.S. Gov't Regulation	W&G	C&H	June 30, 2023
Exhibit F — Government Contracts Summary	W&G	C&H	June 30, 2023
Exhibit G — Personnel with U.S. Gov't Security Clearances	W&G	C&H	June 30, 2023
Certification Declaration — HSAG	C&H	W&G	July 7, 2023
Certification Declaration — VPI	W&G	C&H	July 7, 2023
Seller Identification Information	W&G	C&H	June 30, 2023

Classified Supplement Identification	W&G	C&H	June 28, 2023
Consolidated First Draft	Both	Both	July 3, 2023
Comments and Issue Resolution	Both	Both	July 7, 2023
Near-Final Draft to Clients	Both	Clients	July 10, 2023
Executed Certifications	Both	Both	July 12, 2023
Filing with CFIUS	Both	—	July 14, 2023

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT / CFIUS COMMON INTEREST MATERIALS
CALDERWOOD & HARKNESS LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com
June 22, 2023
VIA E-MAIL AND HAND DELIVERY
Harrison Whitfield, Esq. Wethersfield & Gale LLP 2000 Pennsylvania Avenue NW, Suite 600 Washington, DC 20006
Re: Coordination of Joint Voluntary Notice — Acquisition of Marlowe Asset Management Photonics Inc. (CFIUS Case [to be assigned]); Halcyon Semiconductor Aktiengesellschaft / Marlowe Asset Management Photonics Inc.
Dear Harrison:
I. Purpose and Background
We write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("HSAG"), in connection with the preparation and filing of a joint voluntary notice (the "Notice") with the Committee on Foreign Investment in the United States ("CFIUS") relating to HSAG's proposed acquisition of Marlowe Asset Management Photonics Inc. ("VPI"). As you are aware, HSAG, acting through its wholly-owned acquisition vehicle Halcyon US Holdings Inc., a Delaware corporation formed on June 5, 2023, and the shareholders of VPI (the "Selling Shareholders") entered into that certain Stock Purchase Agreement dated as of June 10, 2023 (the "SPA"), pursuant to which HSAG will acquire one hundred percent (100%) of the outstanding equity interests of VPI for aggregate consideration of approximately $1.42 billion in cash on a cash-free, debt-free basis, subject to certain adjustments and additional contingent consideration as described more fully herein.
As you know, Calderwood & Harkness LLP ("C&H") serves as counsel to HSAG in connection with all aspects of the CFIUS filing, and Wethersfield & Gale LLP ("W&G") serves as counsel to VPI and the Selling Shareholders. On June 19, 2023, representatives of C&H and W&G participated in a pre-filing consultation with the U.S. Department of the Treasury, Office of Investment Security ("Treasury OIS"), during which the parties provided an overview of the proposed transaction and received preliminary guidance from the Staff regarding the scope and content of the forthcoming Notice. The pre-filing consultation was productive, and we believe the Staff appreciated the early engagement and the parties' willingness to address potential national security considerations proactively.
The purpose of this letter is to set forth the proposed division of responsibilities between C&H, as buyer's counsel, and W&G, as seller's and target's counsel, for the preparation and filing of the joint voluntary notice under 31 C.F.R. § 800.501 et seq. We also propose an internal timeline and coordination framework designed to ensure timely submission of a complete and well-organized Notice. We are targeting a filing date of July 14, 2023, which would allow CFIUS to begin its forty-five (45) calendar day review period promptly thereafter, with the possibility of clearance (or initiation of an investigation, if necessary) by late August 2023.
We believe that early and transparent coordination between our respective teams is essential to producing a filing that is responsive to the Committee's information requirements and that minimizes the likelihood of follow-up questions or requests for supplemental information that could delay the review process. Accordingly, we respectfully request that you review the proposed allocation described below and confirm your agreement (or propose any modifications) at your earliest convenience.
II. Overview of the Joint Voluntary Notice Structure
Consistent with the requirements of 31 C.F.R. Part 800, Subpart E, the Notice will be prepared and filed jointly by the parties — that is, by HSAG (as the foreign acquiring person) and by VPI and the Selling Shareholders (as the U.S. business and the parties to the transaction). The Notice will be submitted to CFIUS through Treasury OIS and will consist of a main narrative body addressing the information requirements set forth in 31 C.F.R. § 800.502, together with the following exhibits and supporting materials:
Exhibit A — Transaction Documents (including the SPA, organizational documents of HSAG, Halcyon US Holdings Inc., and VPI, and ancillary agreements)
Exhibit B — Business Description of Marlowe Asset Management Photonics Inc.
Exhibit C — Business Description of Halcyon Semiconductor AG
Exhibit D — Organizational Charts and Corporate Structure (pre-closing and post-closing)
Exhibit E — Products and Services Subject to U.S. Government Regulation (ITAR, EAR, and related regulatory classifications)
Exhibit F — Government Contracts Summary
Exhibit G — Personnel with U.S. Government Security Clearances
Certification Declarations — Separate certifications to be executed by an authorized officer of HSAG and an authorized officer of VPI, respectively, in accordance with 31 C.F.R. § 800.502
We anticipate that both parties will review and have the opportunity to comment on all sections of the Notice before it is finalized and submitted. However, given the breadth of information required and the efficiencies to be gained through a clear division of labor, we propose that primary drafting responsibility be allocated as set forth in Sections III and IV below. The "primary drafter" of each section or exhibit will be responsible for producing the initial draft and incorporating comments from the reviewing party. The "reviewer" will be expected to provide comments, supplemental information, and corrections within the deadlines specified in Section V.
III. Calderwood & Harkness Responsibilities (Buyer's Counsel)
C&H will assume primary drafting responsibility for the following sections and exhibits of the Notice:
3.1 Main Notice Body — Buyer-Side Sections
C&H will prepare all sections of the main notice body relating to the identification and description of HSAG and its affiliates, including the following:
(a) Identification and Description of HSAG. Full legal name: Halcyon Semiconductor Aktiengesellschaft. Entity type: Aktiengesellschaft (stock corporation) organized under the laws of the Federal Republic of Germany, specifically registered in the Free State of Saxony. Principal headquarters: Industriestraße 44, 01099 Dresden, Saxony, Germany. Telephone: +49 (0) 351 555-0000. The description will include a narrative overview of HSAG's global business, its history, and its strategic rationale for the acquisition of VPI.
(b) Ownership Structure and Beneficial Ownership Analysis. HSAG is publicly traded on the Frankfurt Stock Exchange under the XETRA ticker symbol "HLC." As of June 1, 2023, HSAG's market capitalization was approximately €14.8 billion. C&H will prepare the ownership analysis required under 31 C.F.R. § 800.502(b), including identification of shareholders holding five percent (5%) or more of outstanding shares, any foreign government ownership interests, and any arrangements that could confer control or influence over HSAG. To our knowledge, HSAG has no single shareholder holding more than ten percent (10%) of outstanding shares, and no foreign government holds any direct or indirect ownership interest. We will confirm these facts and present the analysis in full in the Notice.
(c) Board and Management Composition of HSAG. The Notice will identify the members of HSAG's Vorstand (Management Board) and Aufsichtsrat (Supervisory Board), with particular emphasis on the following key officers: Dr. Maximilian Ehrhardt, Chief Executive Officer (Vorstandsvorsitzender); Katarina Brückner, Chief Financial Officer; and Stefan Lohse, General Counsel (LL.M., Georgetown University Law Center, admitted in the State of New York and licensed as Rechtsanwalt in Germany). The Notice will include biographical summaries for each officer and director, including citizenship, countries of residence, and any U.S. government relationships.
(d) Description of Acquisition Vehicle. Halcyon US Holdings Inc. is a Delaware C-corporation formed on June 5, 2023, solely for the purpose of effectuating the acquisition of VPI. Its registered agent is Cascade Systems, 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Its Employer Identification Number (EIN) is 93-2841067. Halcyon US Holdings Inc. is a wholly-owned subsidiary of HSAG and has no employees, assets, or operations other than those related to the pending transaction. C&H will include the certificate of incorporation and bylaws of Halcyon US Holdings Inc. as part of the organizational documents filed with Exhibit A.
(e) HSAG's Existing U.S. Operations. HSAG currently maintains U.S. operations through Halcyon US Inc., a Delaware corporation with its principal offices at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758 (EIN: 81-3056429). Halcyon US Inc. operates as a fabless semiconductor design center with approximately 320 employees, focusing on analog and mixed-signal integrated circuit design. Halcyon US Inc. does not currently perform any classified work, does not hold a facility security clearance, and does not maintain any contracts with the U.S. Department of Defense or other national security agencies. C&H will describe the scope of Halcyon US Inc.'s activities in sufficient detail to demonstrate the absence of any current national security sensitivities in HSAG's existing U.S. footprint.
(f) HSAG Financial Information. For fiscal year 2022, HSAG reported consolidated revenue of €6.12 billion and EBITDA of €1.37 billion. C&H will include a summary of HSAG's audited financial statements for the three most recent fiscal years (FY2020, FY2021, FY2022), as well as the most recent interim period, as required by the Notice. Copies of HSAG's annual reports will be provided as supporting documents.
(g) HSAG's Foreign Operations. C&H will describe HSAG's global operations, including subsidiaries, joint ventures, and significant commercial relationships in jurisdictions outside of Germany and the United States. Of particular relevance to the CFIUS analysis, HSAG maintains a subsidiary in the People's Republic of China: Halcyon Semiconductor (Shanghai) Co., Ltd., which generated revenue of approximately $81.4 million in fiscal year 2022, representing approximately 1.3% of HSAG's total consolidated revenue. The Shanghai subsidiary's activities are limited to the design and sale of consumer-grade power management integrated circuits (ICs) for use in mobile devices and consumer electronics. The Shanghai subsidiary does not engage in any activities related to gallium nitride (GaN) technology, millimeter-wave (mmWave) products, defense electronics, or any other technology of the type developed or manufactured by VPI. C&H will present this information clearly and affirmatively to address the anticipated CFIUS focus on any nexus between HSAG's China operations and VPI's critical technology portfolio.
(h) Corporate Registration and Identifiers. HSAG's German commercial register number is HRB 28416, registered with the Amtsgericht (Local Court) Dresden. HSAG's Legal Entity Identifier (LEI) is 5299007KXQ2M4GHILZ38. C&H will include all additional corporate identifiers required by the Notice, including any DUNS numbers, CAGE codes, or other identification numbers applicable to HSAG and its affiliates.
3.2 Transaction Structure Sections
C&H will prepare the sections of the Notice describing the structure, terms, and financing of the proposed transaction, including:
(a) Transaction Structure. The transaction is structured as a one hundred percent (100%) equity acquisition of VPI on a cash-free, debt-free basis, with a normalized net working capital target of $34.6 million, subject to a customary post-closing adjustment mechanism. Upon closing, VPI will become an indirect wholly-owned subsidiary of HSAG, held through the acquisition vehicle Halcyon US Holdings Inc.
(b) Consideration. The aggregate base purchase price is $1.42 billion in cash, payable at closing. In addition, the SPA provides for (i) an escrow holdback of $71 million (representing approximately 5% of the base purchase price) to be held in escrow for a period of eighteen (18) months following closing to secure indemnification obligations of the Selling Shareholders, and (ii) contingent earnout consideration of up to $85 million, payable in two tranches tied to government-contract revenue milestones: (x) $50 million payable if VPI achieves government-contract revenue of at least a specified threshold during calendar year 2024, and (y) $35 million payable if VPI achieves government-contract revenue of at least a specified threshold during calendar year 2025. The maximum aggregate consideration under the SPA is therefore $1.505 billion, inclusive of the base purchase price and the maximum earnout payments.
(c) Financing. The acquisition will be financed through a combination of debt and equity. The debt component consists of a $900 million senior secured term loan from a syndicate of lenders led by Meridian National Bank (as administrative agent), with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers. The equity component consists of approximately $520 million in HSAG equity contribution, funded through a combination of HSAG balance sheet cash and an approximately €300 million draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG. C&H will include copies of the commitment letters and the credit agreement (or term sheet, if the credit agreement has not yet been executed) as supporting documents. We note that none of the financing sources involve any foreign government-affiliated entity or sovereign wealth fund, and we will confirm this affirmatively in the Notice.
(d) SPA Execution and Closing Conditions. The SPA was executed on June 10, 2023. Closing is subject to customary conditions, including, among others, the receipt of CFIUS clearance pursuant to SPA Section 7.1(c), which provides that the obligation of the parties to consummate the closing is conditioned upon the receipt of written notice from CFIUS that the transaction has been cleared, or the expiration of the applicable review or investigation period without action by CFIUS or the President of the United States to block the transaction. The SPA also contains customary regulatory approval conditions relating to antitrust clearances in the United States (Hart-Scott-Rodino) and the European Union.
3.3 Exhibit C — Business Description of Halcyon Semiconductor AG
C&H will prepare the full draft of Exhibit C, which will provide a comprehensive description of HSAG's global business operations, U.S. presence, corporate governance and organizational structure, ownership and beneficial ownership analysis, and the absence of any foreign government ownership, control, or influence over HSAG. Exhibit C will be organized to address each of the information categories specified in 31 C.F.R. § 800.502 as they relate to the foreign acquiring person. We will include supporting documentation such as HSAG's articles of association (Satzung), excerpts from HSAG's most recent annual report and proxy statement equivalent (Hauptversammlungsprotokoll), and organizational charts.
3.4 Exhibit D — Organizational Charts and Corporate Structure
C&H will prepare the pre-closing and post-closing organizational structure diagrams required for the Notice. The post-closing organizational chart will illustrate the chain of ownership from HSAG (parent) to Halcyon US Holdings Inc. (acquisition vehicle) to VPI (target), as well as the existing HSAG subsidiary Halcyon US Inc. (Austin, Texas). The pre-closing chart will illustrate HSAG's current corporate structure, including its principal subsidiaries worldwide, and VPI's current ownership structure as a standalone entity.
In order to complete the pre-closing VPI organizational chart and capitalization table, we request that W&G provide the current VPI organizational chart and a detailed capitalization table reflecting the ownership interests of each Selling Shareholder by no later than June 30, 2023. Based on our understanding from the SPA and related disclosure schedules, we expect the capitalization table to reflect the following approximate ownership percentages:
• Ridgecrest Ventures Fund III, L.P. — 31.7%
• Cascadian Capital Partners Growth Fund II, L.P. — 24.3%
• Dr. Nathan Trevorrow and family trusts — 22.4%
• Marissa Sung-Avila — 4.1%
• Employee option pool (vested and unvested) — 11.8%
• Other angel investors — 5.7%
Please confirm these figures or provide any corrections as part of the information delivery on June 30.
3.5 Proposed Mitigation Framework Section
C&H will draft the section of the Notice describing HSAG's proposed mitigation measures designed to address the national security considerations identified during the pre-filing consultation with Treasury OIS on June 19, 2023. As discussed at that meeting, the proposed mitigation framework is expected to include the following elements:
(a) Board Restructuring. Reconstitution of VPI's board of directors following closing to include a specified number of independent U.S. citizen directors approved by CFIUS, with responsibility for oversight of VPI's classified and government contract activities.
(b) Technology Control Plan ("TCP"). Implementation of a comprehensive TCP governing access to VPI's controlled technology, including GaN epitaxial growth processes, HEMT design methodologies, and mmWave power amplifier architectures. The TCP will restrict HSAG personnel (including employees of Halcyon Semiconductor (Shanghai) Co., Ltd.) from accessing controlled technology and classified information.
(c) Facility Access Restrictions. Physical and logical access restrictions at VPI's Albuquerque fab facility (which holds a Facility Security Clearance up to the SECRET level) to prevent unauthorized access by non-U.S. persons.
(d) Data Segregation. Implementation of information technology systems and protocols to segregate VPI's controlled and classified data from HSAG's broader corporate IT infrastructure.
(e) Compliance Monitoring. Appointment of a third-party security monitor or compliance officer, reporting to CFIUS, to oversee implementation of and adherence to the mitigation agreement.
This section of the Notice will be drafted to reflect the feedback received from Treasury OIS during the June 19 pre-filing consultation and to demonstrate HSAG's good faith commitment to addressing the Committee's national security concerns. We anticipate that the mitigation framework will be refined during the CFIUS review process itself, and the Notice section is intended to present an initial proposal rather than a final agreement.
3.6 Certification Declaration — HSAG
C&H will prepare the draft certification declaration for HSAG in accordance with the requirements of 31 C.F.R. § 800.502. The certification will be executed by Dr. Maximilian Ehrhardt, Chief Executive Officer of HSAG, in his capacity as a duly authorized officer of the foreign acquiring person. We will circulate the draft certification to Stefan Lohse (HSAG General Counsel) for review in advance of the execution deadline of July 12, 2023.
IV. Wethersfield & Gale Responsibilities (Seller's / Target's Counsel)
W&G will assume primary drafting responsibility for the following sections and exhibits of the Notice:
4.1 Main Notice Body — Target-Side Sections
W&G will prepare all sections of the main notice body relating to the identification and description of VPI, including the following:
(a) Identification and Description of VPI. Full legal name: Marlowe Asset Management Photonics Inc., a Delaware C-corporation incorporated on February 14, 2009. Employer Identification Number (EIN): 26-4371885. Principal headquarters: 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI's primary manufacturing facility is its gallium nitride on silicon carbide (GaN-on-SiC) fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113, consisting of approximately 45,000 square feet. VPI's Albuquerque facility holds a Facility Security Clearance ("FCL") up to the SECRET level, issued and maintained by the Defense Counterintelligence and Security Agency ("DCSA"), formerly the Defense Security Service.
(b) VPI Management. The Notice will identify and provide biographical summaries for VPI's senior management team, including:
• Dr. Nathan Trevorrow — Founder, Chief Executive Officer, and Board Chair. U.S. citizen. Holds an active Top Secret / Sensitive Compartmented Information (TS/SCI) security clearance.
• Marissa Sung-Avila — President and Chief Operating Officer. U.S. citizen. Holds an active SECRET security clearance.
• Derek Wainsborough — Chief Financial Officer. U.S. citizen.
• Colonel (Ret.) Bryce Hendrickson, U.S. Army — Vice President of Government Programs and Facility Security Officer (FSO). U.S. citizen. Holds an active TS/SCI security clearance.
(c) VPI Board of Directors. The Notice will identify each current member of VPI's board of directors:
• Dr. Nathan Trevorrow (Chair)
• Marissa Sung-Avila
• Franklin Yee (designee of Ridgecrest Ventures Fund III, L.P.)
• Olivia Hartmann (designee of Cascadian Capital Partners Growth Fund II, L.P.)
• Adrienne Delacroix (independent director; U.S. citizen; holds an active SECRET security clearance)
(d) VPI Financial Information. For fiscal year 2022, VPI reported revenue of $287.4 million and EBITDA of $61.2 million. VPI currently employs approximately 486 individuals, of whom 212 hold active U.S. government security clearances at the SECRET or TS/SCI level. W&G will include a summary of VPI's audited financial statements for the three most recent fiscal years and the most recent interim period, as required by the Notice.
4.2 Exhibit A — Transaction Documents
W&G will prepare the compilation cover letter for Exhibit A, identifying all transaction documents to be included in the Notice. Exhibit A is expected to include the following:
• The Stock Purchase Agreement, dated June 10, 2023 (including all exhibits and disclosure schedules, with appropriate redactions of competitively sensitive pricing and customer information as permitted by CFIUS practice)
• Organizational documents of HSAG (articles of association / Satzung) — to be provided by C&H
• Certificate of Incorporation and Bylaws of Halcyon US Holdings Inc. — to be provided by C&H
• Certificate of Incorporation and Bylaws of VPI — to be provided by W&G
• Ancillary agreements, including any transition services agreement, employment agreements for key employees, and escrow agreement (to the extent executed or in substantially final form as of the filing date)
C&H will provide all HSAG-side organizational documents and financing commitment letters to W&G by June 30, 2023, for inclusion in the compilation. W&G will provide all VPI-side organizational documents on the same timeline.
4.3 Exhibit B — Business Description of Marlowe Asset Management Photonics Inc.
W&G will prepare the full draft of Exhibit B, providing a comprehensive description of VPI's business, products, customers, government contracts, classified programs, export-controlled items, intellectual property portfolio, and facilities. Given VPI's significance as a U.S. business engaged in the design and manufacture of critical technologies for the U.S. defense industrial base, Exhibit B will be the most substantive and detailed exhibit in the filing. We expect that Exhibit B will address, at a minimum, the following:
(a) Products and Services. VPI designs and manufactures gallium nitride (GaN) power amplifier chips for use in defense radar systems, satellite communications platforms, and 5G wireless infrastructure. VPI's products include discrete GaN high electron mobility transistor (HEMT) devices, monolithic microwave integrated circuits (MMICs), and transmit/receive (T/R) modules for active electronically scanned array (AESA) radar systems. VPI's GaN-on-SiC technology is a recognized critical technology within the U.S. defense industrial base.
(b) Customers. VPI's customers include the U.S. Department of Defense (through both prime contracts and subcontracts), other U.S. government agencies, and major defense prime contractors. A listing of VPI's top customers by revenue will be included.
(c) intellectual Property Portfolio. VPI holds a substantial portfolio of intellectual property, including forty-seven (47) issued U.S. patents and twelve (12) pending patent applications relating to GaN epitaxial growth processes, HEMT device design, and mmWave power amplifier architectures. VPI also maintains thirty-one (31) registered internal trade secrets. Of particular significance to the CFIUS analysis, twenty-three (23) of VPI's issued patents were developed under U.S. government-funded contracts and are subject to government march-in rights under 35 U.S.C. § 203 and the provisions of DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor (Large Business)). We note that the existence of these government-funded patents and associated march-in rights will likely be of interest to the Committee, and we recommend that W&G describe the scope and nature of the government's retained rights with precision.
(d) Identifiers. VPI's CAGE Code is 7VK92, and its DUNS Number is 07-812-4493.
4.4 Exhibit E — Products and Services Subject to U.S. Government Regulation
W&G will prepare Exhibit E, providing a detailed listing and description of all VPI products, services, and technical data that are subject to U.S. government export control and defense trade regulations. Based on our understanding from the pre-filing consultation and the SPA disclosure schedules, Exhibit E is expected to address the following:
(a) International Traffic in Arms Regulations (ITAR). VPI is registered with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State under DDTC Registration No. M-24817. VPI has been continuously registered since 2011. Certain of VPI's defense-related products and technical data are classified as defense articles under Category XI(a)(3) of the United States Munitions List (USML), 22 C.F.R. § 121.1.
(b) Export Administration Regulations (EAR). Certain of VPI's commercial and dual-use products are classified under the Export Control Classification Numbers (ECCNs) 3A001 (electronic components), 3A991 (electronic components not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001). W&G should provide the complete list of VPI ECCNs and identify any items subject to license requirements for export to Germany or other jurisdictions relevant to HSAG's operations.
(c) Active Export Licenses. VPI currently holds three (3) active DSP-5 (Permanent Export License) authorizations for deliveries of defense articles to NATO allies, specifically the United Kingdom and Australia. W&G should include the license numbers, descriptions of authorized commodities, end-users, and expiration dates.
4.5 Exhibit F — Government Contracts Summary
W&G will prepare Exhibit F, providing a comprehensive summary of VPI's active U.S. Department of Defense contracts, including both prime contracts and subcontracts. Based on information available to us, VPI currently holds fourteen (14) active DoD contracts. W&G will prepare a table identifying each contract by contract number, contracting agency, contract type (fixed-price, cost-plus, etc.), total contract value, remaining backlog, performance period, and classification level (unclassified, SECRET, TS/SCI).
We understand that the five largest contracts by remaining backlog are as follows:
1. U.S. Army CERDEC (Communications-Electronics Research, Development and Engineering Center) — GaN HEMT modules for the AN/TPS-80 Ground/Air Task-Oriented Radar (G/ATOR) system — Remaining backlog: $52.3 million.
2. Air Force Research Laboratory (AFRL) — Next-generation mmWave power amplifiers for advanced electronic warfare and communications applications — Remaining backlog: $41.7 million.
3. Missile Defense Agency (MDA) — GaN-based transmit/receive modules for ground-based missile defense radar systems — Remaining backlog: $38.9 million.
4. Subcontract to Ironclad Defense Systems Inc. (prime contractor to U.S. Navy, Naval Sea Systems Command (NAVSEA)) — GaN components for naval radar modernization — Remaining backlog: $34.1 million.
5. Department of Homeland Security, Science and Technology Directorate (DHS S&T) — Radio frequency components for border surveillance systems — Remaining backlog: $26.0 million.
The aggregate remaining backlog across all fourteen active contracts is approximately $193.0 million. We expect that this government contract portfolio will be a focal point of the CFIUS review, and we recommend that the contract descriptions be as thorough as possible while remaining at an appropriate classification level for inclusion in the unclassified filing.
4.6 Exhibit G — Personnel with U.S. Government Security Clearances
W&G will prepare Exhibit G, providing an anonymized summary table of VPI's 212 employees who hold active U.S. government security clearances. The table should break out the cleared employee population by clearance level (SECRET and TS/SCI) and, to the extent permissible in an unclassified filing, by program affiliation or functional area. The exhibit should also identify Colonel (Ret.) Bryce Hendrickson as VPI's Facility Security Officer, responsible for the administration of VPI's personnel and facility security programs under the National Industrial Security Program (NISP).
We note that the specific names and personal identifying information of cleared personnel should not be included in the unclassified Notice. If CFIUS requests individual-level information during its review, we will coordinate the appropriate response at that time.
4.7 Certification Declaration — VPI
W&G will prepare the draft certification declaration for VPI in accordance with the requirements of 31 C.F.R. § 800.502. The certification will be executed by Dr. Nathan Trevorrow, Chief Executive Officer of VPI, in his capacity as a duly authorized officer of the U.S. business. We request that W&G circulate the draft certification to C&H for review no later than July 7, 2023, so that we can confirm consistency between the HSAG and VPI certifications prior to the execution deadline.
4.8 Seller Information
W&G will provide identification information for each Selling Shareholder as required by the Notice, including the full legal name, jurisdiction of organization, principal address, and beneficial ownership information for each selling entity and individual. Based on our understanding, the Selling Shareholders include:
• Ridgecrest Ventures Fund III, L.P. (31.7% of VPI's outstanding equity). General Partner: Ridgecrest Ventures Management LLC. Managing Partner: Franklin Yee. Address: 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025.
• Cascadian Capital Partners Growth Fund II, L.P. (24.3% of VPI's outstanding equity). General Partner: Cascadian Capital Partners Management LLC. Managing Director: Olivia Hartmann. Address: 1201 Third Avenue, Suite 4400, Seattle, Washington 98101.
• Dr. Nathan Trevorrow and family trusts (22.4% of VPI's outstanding equity). W&G should specify the legal names and structures of the applicable family trusts.
• Marissa Sung-Avila (4.1% of VPI's outstanding equity).
• Employee option pool holders (11.8% of VPI's outstanding equity, representing vested and unvested options). W&G should provide a summary of the option pool structure and confirm whether individual option holders will be identified by name in the Notice.
• Other angel investors (5.7% of VPI's outstanding equity). W&G should provide a listing of each angel investor holding one percent (1%) or more of VPI's outstanding equity, together with relevant identification information.
V. Shared Responsibilities and Coordination
5.1 Joint Sections of the Notice
Certain sections of the Notice will require input from both parties and should be drafted collaboratively. We propose the following approach:
(a) Transaction Rationale and Business Purpose. C&H will prepare the initial draft of the transaction rationale section, describing HSAG's strategic reasons for acquiring VPI (including expansion of HSAG's compound semiconductor capabilities, entry into the GaN power amplifier market, and enhanced position in defense electronics). W&G will review and supplement this section with VPI's perspective on the transaction, including the benefits to VPI's business and employees. We expect that this section will emphasize the transaction's potential to strengthen the U.S. defense industrial base by providing VPI with access to HSAG's capital resources, manufacturing scale, and R&D capabilities.
(b) Foreign Ownership, Control, or Influence (FOCI) Analysis. C&H will lead the drafting of the FOCI analysis section, which will assess the extent to which VPI's operations and classified programs may be subject to foreign ownership, control, or influence following closing. We request that W&G provide detailed information regarding VPI's current facility clearance arrangements with DCSA, VPI's existing FOCI mitigation (if any), and VPI's relationship with DCSA, including the name and contact information for VPI's assigned Industrial Security Representative. This information is essential to the FOCI analysis and to the design of appropriate post-closing security arrangements (e.g., a Security Control Agreement (SCA) or Special Security Agreement (SSA)) that may be required in connection with any CFIUS mitigation agreement.
5.2 Internal Deadlines and Review Process
In order to meet the target filing date of July 14, 2023, we propose the following internal timeline:
This timeline is aggressive but achievable if both teams commit the necessary resources. We recognize that certain exhibits (particularly Exhibit B, Exhibit F, and Exhibit G) may require significant effort to compile, and we encourage W&G to begin the information-gathering process immediately. If any milestone appears at risk, we ask that the affected team notify the other promptly so that the timeline can be adjusted as needed.
5.3 Client Approvals
Each counsel will be responsible for obtaining the approval of its respective client prior to filing. On the HSAG side, client approval will be coordinated through Stefan Lohse, General Counsel of HSAG, who will serve as the primary client contact for review and sign-off on the Notice. We will ensure that Dr. Ehrhardt has adequate time to review the Notice and execute the HSAG certification.
On the VPI side, we understand that client approval will be coordinated through Dr. Nathan Trevorrow, CEO of VPI. We also wish to note that, given Colonel (Ret.) Bryce Hendrickson's role as Facility Security Officer and his TS/SCI clearance, Colonel Hendrickson should review all classified-program-related content in Exhibits B, F, and G to ensure that the unclassified filing does not inadvertently include information that should be classified or that could compromise sensitive program details. We recommend that W&G include Colonel Hendrickson in the internal review process from the outset.
5.4 Classified Information Handling
We wish to remind both teams that certain information relating to VPI's classified programs may not be included in the unclassified Notice filing. To the extent that VPI's involvement in classified programs requires the submission of a classified supplement or annex, such materials must be coordinated separately with CFIUS through appropriate secure channels, including the use of DCSA-approved classified transmission methods. Neither C&H nor W&G should include any classified information (including program code words, classified contract performance details, or classified technical data) in unclassified drafts or communications.
We request that W&G identify any content that may require classified treatment and advise C&H no later than June 28, 2023, so that we can plan accordingly and, if necessary, coordinate with Treasury OIS regarding the procedures for submitting classified supplements.
5.5 Document Collection
Both firms will need to coordinate the collection, review, and indexing of all supporting documents that will be referenced in or appended to the Notice. We propose the following division of document collection responsibilities:
C&H will provide the following documents:
• HSAG corporate documents (articles of association / Satzung, most recent Handelsregisterauszug)
• HSAG annual reports (FY2020, FY2021, FY2022)
• Halcyon US Holdings Inc. formation documents (certificate of incorporation, bylaws, EIN assignment letter)
• Credit agreement and financing commitment letters from Meridian National Bank (as administrative agent), Atlas Commercial Lending AG, and Pacific Basin Credit Corp.
• HSAG board and management biographical information
• HSAG subsidiary list and organizational charts
W&G will provide the following documents:
• VPI corporate documents (certificate of incorporation, bylaws, stockholders' agreement, investor rights agreement)
• VPI audited financial statements for FY2020, FY2021, and FY2022 (auditor: Arbor & Greenfield LLP)
• VPI interim financial statements for the most recent period
• Government contract documentation (contract awards, modifications, and relevant correspondence for all 14 active contracts, redacted as appropriate for classification)
• ITAR registration documentation (DDTC Registration No. M-24817)
• EAR classification records and self-classification documentation
• Copies of active DSP-5 export licenses
• Facility clearance documentation (DD Form 441, Security Control Agreement, or other FOCI mitigation instrument currently in place with DCSA)
• Capitalization table and organizational chart for VPI
All documents should be provided in searchable PDF format, with an index identifying each document by title, date, and relevance to the Notice. We suggest establishing a shared virtual data room (accessible only to authorized personnel of C&H and W&G and their respective clients) for the efficient exchange and management of these materials.
VI. Points of Contact
The following C&H personnel will serve as the primary points of contact for the preparation of the CFIUS Notice:
Margaret "Peggy" Ashworth — Of Counsel, National Security & CFIUS Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4112 | Email: mashworth@calderwoodharkness.com
Lt. Col. (Ret.) David Caruso — Senior Counsel, Government Contracts & Export Controls Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4138 | Email: dcaruso@calderwoodharkness.com
Priya Venkataraman — Associate, International Trade & Sanctions Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4155 | Email: pvenkataraman@calderwoodharkness.com
Beatrice Holloway — Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP 399 Park Avenue, 31st Floor, New York, NY 10022 Tel: (212) 555-7200 | Email: bholloway@calderwoodharkness.com
Kenneth Morales — Associate, Corporate/M&A Calderwood & Harkness LLP 399 Park Avenue, 31st Floor, New York, NY 10022 Tel: (212) 555-7245 | Email: kmorales@calderwoodharkness.com
In addition, Omar Siddiqui and Christy Bauer from our intellectual Property group in Washington, DC, are available to coordinate with W&G on patent and IP-related content in Exhibit B, particularly with respect to the description of VPI's 47 issued patents, 12 pending applications, and 31 registered trade secrets, as well as the analysis of government march-in rights under 35 U.S.C. § 203.
We request that W&G confirm its points of contact for the Notice preparation process. Based on our prior discussions, we anticipate that Harrison Whitfield, Sandra Niehaus, and Tobias Kwan will serve as the W&G counterparts for this engagement. Please confirm and provide any additional team members who will be involved.
VII. Confidentiality and Privilege
We wish to remind both teams that all communications, drafts, memoranda, and work product relating to the preparation and filing of the CFIUS Notice are subject to the protections of the attorney-client privilege and the attorney work product doctrine. In addition, to the extent that C&H and W&G are sharing information and coordinating legal strategy in connection with the joint filing, such communications are protected by the common interest doctrine (also referred to as the joint defense privilege in some jurisdictions).
We believe that a common interest agreement was executed between C&H and W&G in connection with the CFIUS aspects of this transaction. If such an agreement has not yet been finalized and countersigned, we request that we complete that process promptly — ideally by the end of this week — to ensure that all shared communications are appropriately protected from disclosure. We can circulate a revised draft if necessary.
All drafts of the Notice and supporting materials should be marked with the following legend:
"ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT / CFIUS COMMON INTEREST MATERIALS"
We further remind both teams that, consistent with CFIUS regulations and practice, the content of the Notice itself is treated as confidential by the Committee and is exempt from disclosure under the Freedom of Information Act. See 31 C.F.R. § 800.702. Nevertheless, the parties should exercise care to ensure that drafts and working materials are not inadvertently disclosed to third parties who are not covered by the common interest agreement or the attorney-client privilege.
VIII. Closing
We appreciate your attention to this letter and the collaborative approach that your team has demonstrated throughout the planning stages of this filing. Given the national security sensitivities inherent in VPI's business and the importance of presenting a thorough and well-organized Notice to the Committee, we believe that close coordination between our respective teams is essential.
We respectfully request that you confirm your agreement with the proposed allocation of responsibilities and the internal timeline set forth herein at your earliest convenience, and in any event no later than June 26, 2023. We also propose scheduling a coordination call during the week of June 26 to finalize the work plan, address any open questions regarding the scope of information to be included in the Notice, and discuss the logistics of document exchange and review.
We look forward to working collaboratively with you and your team on this important filing, and we are confident that, with appropriate planning and diligent effort, we will be able to meet the July 14 target filing date.
Please do not hesitate to contact me at (202) 555-4112 or mashworth@calderwoodharkness.com if you have any questions or wish to discuss any aspect of this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS 1750 K Street NW, Suite 800 Washington, DC 20006 Tel: (202) 555-4112
Email: mashworth@calderwoodharkness.com
cc: (via e-mail)
Beatrice Holloway, Esq. — Calderwood & Harkness LLP (New York) Lt. Col. (Ret.) David Caruso — Calderwood & Harkness LLP (Washington, DC) Stefan Lohse, Rechtsanwalt — General Counsel, Halcyon Semiconductor AG Sandra Niehaus, Esq. — Wethersfield & Gale LLP Tobias Kwan, Esq. — Wethersfield & Gale LLP
Enclosure: Proposed Responsibility Matrix and Internal Timeline
ENCLOSURE PROPOSED RESPONSIBILITY MATRIX AND INTERNAL TIMELINE Halcyon Semiconductor AG / Marlowe Asset Management Photonics Inc. — CFIUS Joint Voluntary Notice
This Responsibility Matrix is provided for coordination purposes only and does not constitute a legal agreement between the parties or their respective counsel. All sections of the Notice remain subject to review and comment by both parties prior to filing.
Date | Milestone
June 28, 2023 | W&G identifies any content requiring classified treatment and advises C&H (see Section 5.4 below)
June 30, 2023 | All initial exhibit drafts and underlying data exchanged between counsel
July 3, 2023 | First consolidated draft of the full Notice circulated for internal review by both teams
July 7, 2023 | Comments due from both parties; resolution of open issues and reconciliation of cross-references
July 10, 2023 | Near-final Notice circulated to clients for review and certification execution
July 12, 2023 | Executed certifications received from Dr. Maximilian Ehrhardt (HSAG) and Dr. Nathan Trevorrow (VPI)
July 14, 2023 | Filing of the joint voluntary Notice with CFIUS
Section / Exhibit | Primary Drafter | Reviewer | Internal Deadline
Main Notice Body — Buyer-Side Sections (HSAG identification, ownership, management, U.S. operations, financial info, foreign operations) | C&H | W&G | June 30, 2023
Main Notice Body — Target-Side Sections (VPI identification, management, board, financial info, clearances) | W&G | C&H | June 30, 2023
Transaction Structure Sections (structure, consideration, financing, closing conditions) | C&H | W&G | June 30, 2023
Transaction Rationale / Business Purpose | C&H (initial draft) | W&G (supplement) | June 30, 2023
FOCI Analysis | C&H (lead) | W&G (input on VPI FCL/DCSA) | June 30, 2023
Proposed Mitigation Framework | C&H | W&G | June 30, 2023
Exhibit A — Transaction Documents | W&G (compilation) | C&H (HSAG docs) | June 30, 2023
Exhibit B — Business Description of VPI | W&G | C&H | June 30, 2023
Exhibit C — Business Description of HSAG | C&H | W&G | June 30, 2023
Exhibit D — Organizational Charts (pre- and post-closing) | C&H | W&G (VPI org chart input) | June 30, 2023
Exhibit E — Products & Services Subject to U.S. Gov't Regulation | W&G | C&H | June 30, 2023
Exhibit F — Government Contracts Summary | W&G | C&H | June 30, 2023
Exhibit G — Personnel with U.S. Gov't Security Clearances | W&G | C&H | June 30, 2023
Certification Declaration — HSAG | C&H | W&G | July 7, 2023
Certification Declaration — VPI | W&G | C&H | July 7, 2023
Seller Identification Information | W&G | C&H | June 30, 2023
Classified Supplement Identification | W&G | C&H | June 28, 2023
Consolidated First Draft | Both | Both | July 3, 2023
Comments and Issue Resolution | Both | Both | July 7, 2023
Near-Final Draft to Clients | Both | Clients | July 10, 2023
Executed Certifications | Both | Both | July 12, 2023
Filing with CFIUS | Both | — | July 14, 2023

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