letter-meridian-atlantic-commitment-termination.docx

1032-00005 · Whitfield, Prager & Loomis LLP · Financing

letter-meridian-atlantic-commitment-termination.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-4800 www.calderwoodharkness.com

December 1, 2023

Via Electronic Mail and Overnight Courier

Sandra Feeney Lead Banker, Leveraged Finance Group Meridian Atlantic Bank, National Association 270 Park Avenue South New York, New York 10003

Re: Termination of Commitment Letter dated August 8, 2023, by and between Meridian Atlantic Bank, National Association, as Administrative Agent and Lead Arranger, and Halcyon Semiconductor Aktiengesellschaft, in connection with the proposed acquisition of Vectris Photonics, Inc. — $500,000,000 Senior Secured Term Loan Facility

Dear Ms. Feeney:

I. Identification of Representation and Purpose

This firm represents Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft registered with the Munich commercial register (Handelsregister) of the local court (Amtsgericht) Munich under HRB 178254, with its principal headquarters located at Halcyon-Platz 1, 81739 München, Federal Republic of Germany. This representation is being conducted under Calderwood & Harkness LLP engagement number 1032-00005.

The purpose of this letter is to provide formal notice of the termination of the Commitment Letter (as defined below) in its entirety and to request that Meridian Atlantic Bank, National Association ("Meridian Atlantic" or the "Bank") confirm in writing the release of all obligations and commitments of both parties arising thereunder, subject only to the limited surviving payment obligations expressly identified herein. We write in our capacity as transaction counsel to Halcyon and are duly authorized to deliver this notice on Halcyon's behalf.

II. Background — The Commitment Letter

On August 8, 2023, Meridian Atlantic, acting in its capacity as administrative agent and lead arranger, executed and delivered a commitment letter (the "Commitment Letter") in favor of Halcyon. The Commitment Letter was countersigned by Halcyon on the same date, and both parties received fully executed counterparts.

Pursuant to the terms of the Commitment Letter, Meridian Atlantic committed to provide a senior secured term loan facility in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Facility"). The Facility was structured as a 364-day bridge facility with a mandatory refinancing provision requiring Halcyon to replace the Facility with permanent financing within 364 days of the initial funding date. The interest rate applicable to borrowings under the Facility was set at Term SOFR (as published by CME Group Benchmark Administration Limited) plus 225 basis points per annum, subject to a Term SOFR floor of zero percent. The Commitment Letter also provided for a ticking fee of 20 basis points per annum on the aggregate undrawn amount of the commitment, such ticking fee commencing on the date that was 90 days after the signing of the Merger Agreement (as defined below) — that is, commencing on November 8, 2023.

The Facility was committed for the sole and exclusive purpose of partially funding the all-cash merger consideration of Eight Hundred Million Dollars ($800,000,000) payable in connection with Halcyon's proposed acquisition (the "Transaction") of Vectris Photonics, Inc. ("Vectris"), a corporation organized and existing under the laws of the State of Delaware, pursuant to that certain Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), by and among Halcyon, Halcyon Acquisition Sub, Inc. (a Delaware corporation and wholly owned subsidiary of Halcyon, formed solely for purposes of the Transaction, the "Merger Sub"), and Vectris. The remaining Three Hundred Million Dollars ($300,000,000) of the aggregate merger consideration was to be funded from Halcyon's existing cash on hand and available liquid resources, as confirmed in the sources and uses analysis attached as Schedule A to the Commitment Letter.

We note for the record that the Commitment Letter was negotiated with the assistance of Kalder & Eames LLP (Philip Strand, Esq.), acting as outside counsel to Meridian Atlantic, and that the related fee letter dated August 8, 2023 (the "Fee Letter") between Meridian Atlantic and Halcyon set forth the commitment fees, arrangement fees, and other compensation payable to Meridian Atlantic in connection with the Facility.

III. Termination of the Merger Agreement

On November 30, 2023, Halcyon exercised its right to terminate the Merger Agreement pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"). Section 8.1(d) of the Merger Agreement provided that the Merger Agreement could be terminated by either Halcyon or Vectris if, at any time after the Outside Date (defined as March 10, 2024), the requisite antitrust and regulatory approvals had not been obtained or, prior to such date, if it became reasonably certain that such approvals would not be obtained. The termination was properly noticed in accordance with Section 8.2 of the Merger Agreement and was effective upon delivery of notice to Vectris.

The termination was occasioned by the failure to obtain the required antitrust and competition approvals necessary to consummate the Transaction. Specifically:

(i) On October 30, 2023, the United States Department of Justice, Antitrust Division (the "DOJ"), filed a civil antitrust complaint in the United States District Court for the District of Columbia, captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (D.D.C.), seeking to enjoin and block the consummation of the Transaction on the grounds that the proposed merger would substantially lessen competition in the market for advanced photonic integrated circuits and related semiconductor components, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. The DOJ's complaint alleged, inter alia, that the combined entity would control approximately 68% of the North American market for high-bandwidth photonic transceivers used in data center interconnect applications.

(ii) On October 6, 2023, the European Commission opened a Phase II in-depth investigation (Case M.11247 — Halcyon Semiconductor / Vectris Photonics) pursuant to Article 6(1)(c) of Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation"), having concluded that the Transaction raised serious doubts as to its compatibility with the internal market, particularly with respect to overlapping product markets in the European Economic Area for silicon photonics components and photonic packaging solutions. The Phase II investigation carried a statutory deadline well beyond the Outside Date under the Merger Agreement, making timely clearance a practical impossibility.

In light of the DOJ enforcement action and the European Commission's Phase II investigation, Halcyon's board of directors (Vorstand), in consultation with its legal and financial advisors, determined that the conditions to the consummation of the Transaction could not reasonably be satisfied and that the exercise of the Antitrust Termination Right was in the best interests of Halcyon and its shareholders (Aktionäre).

In connection with the termination of the Merger Agreement, Halcyon, Merger Sub, and Vectris entered into a Termination Agreement and Mutual Release dated as of November 30, 2023 (the "Termination Agreement"), pursuant to which the parties mutually released each other from all claims and obligations arising under or in connection with the Merger Agreement, subject to certain customary surviving provisions. In accordance with Section 8.3(b) of the Merger Agreement and Section 3 of the Termination Agreement, Halcyon is obligated to pay, and will pay, the contractual reverse break-up fee in the amount of Twenty-Eight Million Dollars ($28,000,000) (representing 3.5% of the aggregate $800,000,000 deal value) to Vectris no later than December 15, 2023. Such payment will be made by wire transfer of immediately available funds to an account designated by Vectris.

The Transaction will not be consummated. Accordingly, the conditions precedent to funding under the Commitment Letter — including, without limitation, the execution and delivery of definitive credit documentation, the consummation of the Merger, and the delivery of required closing certificates — cannot and will not be satisfied.

IV. Formal Notice of Termination of the Commitment Letter

In light of the foregoing, and pursuant to the termination provisions set forth in Section 9 of the Commitment Letter (which provides that the Commitment Letter shall automatically terminate upon the termination of the Merger Agreement, or upon written notice by Halcyon that it no longer intends to consummate the Transaction), Halcyon hereby provides formal written notice that the Commitment Letter and all obligations, commitments, and undertakings of both parties thereunder are terminated, effective immediately as of the date hereof.

As a result of the termination of the Merger Agreement and the entry into the Termination Agreement, the purpose for which the Facility was committed no longer exists, and no borrowing request has been, or will be, made under the Commitment Letter. No definitive credit agreement, security agreement, guarantee agreement, or other loan documentation was executed in connection with the Facility, and no advances were made or are outstanding under the Commitment Letter.

In addition, all fee letters, engagement letters, and ancillary arrangements entered into in connection with or related to the Commitment Letter — including, without limitation, the Fee Letter dated August 8, 2023 — are likewise terminated and of no further force or effect, except to the extent of any accrued and unpaid obligations expressly surviving as set forth below.

V. Ticking Fee Settlement

Halcyon acknowledges that the ticking fee of 20 basis points (0.20%) per annum on the aggregate undrawn commitment amount of $500,000,000 commenced accruing on November 8, 2023, being the date that was 90 days after the signing of the Merger Agreement on August 10, 2023. The ticking fee accrued for the period from and including November 8, 2023 through and including November 30, 2023, a period of twenty-two (22) days.

Based on Halcyon's calculations, the accrued ticking fee for such 22-day period is approximately $60,273.97 (computed as $500,000,000 × 0.0020 × 22/365), though Halcyon acknowledges that the Bank's calculation methodology (including with respect to day-count conventions) shall control. Halcyon respectfully requests that Meridian Atlantic provide a final invoice for any and all accrued and unpaid ticking fees, together with any reimbursable out-of-pocket expenses (including legal fees of Kalder & Eames LLP), through the date of this notice. Halcyon will promptly remit payment of all such amounts upon receipt of such invoice in accordance with the wire transfer instructions set forth in the Fee Letter.

VI. Request for Confirmation and Release

Halcyon respectfully requests that Meridian Atlantic confirm in writing, at its earliest convenience and in any event no later than December 15, 2023, each of the following:

(a) that the Commitment Letter dated August 8, 2023, and all obligations, commitments, and undertakings of Meridian Atlantic thereunder, are terminated and of no further force or effect;

(b) that Halcyon and its affiliates (including, without limitation, Merger Sub and any other subsidiary of Halcyon) are fully and unconditionally released from all obligations, covenants, representations, warranties, and liabilities under the Commitment Letter, the Fee Letter, and all related documents, instruments, and agreements entered into in connection therewith, other than any obligation to pay accrued and unpaid ticking fees and reimbursable expenses as described in Section V above;

(c) that no further amounts are or will become due and payable from Halcyon or any of its affiliates under the Commitment Letter, the Fee Letter, or any related document, other than the accrued ticking fees and reimbursable expenses referenced above; and

(d) that Meridian Atlantic has not assigned, transferred, syndicated, or otherwise conveyed any portion of its commitment under the Commitment Letter to any third party, or, if any such assignment or syndication has occurred, that Meridian Atlantic has obtained or will obtain corresponding termination acknowledgments and releases from each such assignee or participant.

Halcyon will cooperate fully and in good faith in the execution and delivery of any further documents, instruments, or agreements reasonably required by Meridian Atlantic or its counsel to effect such termination and release on a timely basis.

VII. Dissolution of Merger Sub

For Meridian Atlantic's records and for good order purposes, please be advised that Halcyon Acquisition Sub, Inc. (Delaware Secretary of State File No. 7634291), the Merger Sub formed solely for purposes of effectuating the Transaction, will be dissolved in due course following the completion of all post-termination administrative matters, including the filing of a certificate of dissolution with the Delaware Secretary of State and the winding up of its affairs in accordance with the Delaware General Corporation Law. We expect such dissolution to be completed no later than the first quarter of 2024. No creditors of the Merger Sub exist, and the entity has no assets or liabilities other than those arising in connection with its formation and organizational matters.

VIII. Contact Information for Further Correspondence

All further correspondence, invoices, notices, and communications regarding the termination of the Commitment Letter and any related matters should be directed to the following individuals:

Oliver Mackenzie, Esq. Partner Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 848-4127

Email: oliver.mackenzie@calderwoodharkness.com

Dr. Luisa Hartmann General Counsel (Chefsyndikus) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany Telephone: +49 (89) 2184-5500

Email: luisa.hartmann@halcyon-semi.de

Markus Ellinger Chief Financial Officer (Finanzvorstand) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany Telephone: +49 (89) 2184-5600

Email: markus.ellinger@halcyon-semi.de

IX. Closing

Halcyon appreciates Meridian Atlantic's cooperation, professionalism, and responsiveness throughout the financing process and regrets that the Transaction could not be consummated due to circumstances beyond the parties' control. Halcyon values its relationship with Meridian Atlantic and looks forward to the possibility of working together on future matters.

Nothing in this letter shall be construed as a waiver, release, or modification of any rights, remedies, or claims of Halcyon except as expressly set forth herein. This letter is delivered without prejudice to any rights Halcyon may have under the Commitment Letter, the Fee Letter, or applicable law with respect to matters not addressed herein. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Commitment Letter.

We would be grateful for your prompt attention to this matter and for written confirmation of the termination and release at your earliest convenience. Please do not hesitate to contact the undersigned with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Oliver Mackenzie, Partner

On behalf of Halcyon Semiconductor Aktiengesellschaft

cc:

Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany (via email: luisa.hartmann@halcyon-semi.de)

Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany (via email: markus.ellinger@halcyon-semi.de)

Philip Strand, Esq., Kalder & Eames LLP, 1 World Financial Center, Suite 3100, New York, New York 10281 (counsel to Meridian Atlantic Bank, N.A.) (via email and overnight courier)

Harrison Wexford, Esq., Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (via email)

Derek Okonkwo, Esq., Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (via email)

CALDERWOOD & HARKNESS LLP Attorneys at Law 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-4800 www.calderwoodharkness.com
December 1, 2023
Via Electronic Mail and Overnight Courier
Sandra Feeney Lead Banker, Leveraged Finance Group Meridian Atlantic Bank, National Association 270 Park Avenue South New York, New York 10003
Re: Termination of Commitment Letter dated August 8, 2023, by and between Meridian Atlantic Bank, National Association, as Administrative Agent and Lead Arranger, and Halcyon Semiconductor Aktiengesellschaft, in connection with the proposed acquisition of Vectris Photonics, Inc. — $500,000,000 Senior Secured Term Loan Facility
Dear Ms. Feeney:
I. Identification of Representation and Purpose
This firm represents Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft registered with the Munich commercial register (Handelsregister) of the local court (Amtsgericht) Munich under HRB 178254, with its principal headquarters located at Halcyon-Platz 1, 81739 München, Federal Republic of Germany. This representation is being conducted under Calderwood & Harkness LLP engagement number 1032-00005.
The purpose of this letter is to provide formal notice of the termination of the Commitment Letter (as defined below) in its entirety and to request that Meridian Atlantic Bank, National Association ("Meridian Atlantic" or the "Bank") confirm in writing the release of all obligations and commitments of both parties arising thereunder, subject only to the limited surviving payment obligations expressly identified herein. We write in our capacity as transaction counsel to Halcyon and are duly authorized to deliver this notice on Halcyon's behalf.
II. Background — The Commitment Letter
On August 8, 2023, Meridian Atlantic, acting in its capacity as administrative agent and lead arranger, executed and delivered a commitment letter (the "Commitment Letter") in favor of Halcyon. The Commitment Letter was countersigned by Halcyon on the same date, and both parties received fully executed counterparts.
Pursuant to the terms of the Commitment Letter, Meridian Atlantic committed to provide a senior secured term loan facility in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Facility"). The Facility was structured as a 364-day bridge facility with a mandatory refinancing provision requiring Halcyon to replace the Facility with permanent financing within 364 days of the initial funding date. The interest rate applicable to borrowings under the Facility was set at Term SOFR (as published by CME Group Benchmark Administration Limited) plus 225 basis points per annum, subject to a Term SOFR floor of zero percent. The Commitment Letter also provided for a ticking fee of 20 basis points per annum on the aggregate undrawn amount of the commitment, such ticking fee commencing on the date that was 90 days after the signing of the Merger Agreement (as defined below) — that is, commencing on November 8, 2023.
The Facility was committed for the sole and exclusive purpose of partially funding the all-cash merger consideration of Eight Hundred Million Dollars ($800,000,000) payable in connection with Halcyon's proposed acquisition (the "Transaction") of Vectris Photonics, Inc. ("Vectris"), a corporation organized and existing under the laws of the State of Delaware, pursuant to that certain Agreement and Plan of Merger dated as of August 10, 2023 (the "Merger Agreement"), by and among Halcyon, Halcyon Acquisition Sub, Inc. (a Delaware corporation and wholly owned subsidiary of Halcyon, formed solely for purposes of the Transaction, the "Merger Sub"), and Vectris. The remaining Three Hundred Million Dollars ($300,000,000) of the aggregate merger consideration was to be funded from Halcyon's existing cash on hand and available liquid resources, as confirmed in the sources and uses analysis attached as Schedule A to the Commitment Letter.
We note for the record that the Commitment Letter was negotiated with the assistance of Kalder & Eames LLP (Philip Strand, Esq.), acting as outside counsel to Meridian Atlantic, and that the related fee letter dated August 8, 2023 (the "Fee Letter") between Meridian Atlantic and Halcyon set forth the commitment fees, arrangement fees, and other compensation payable to Meridian Atlantic in connection with the Facility.
III. Termination of the Merger Agreement
On November 30, 2023, Halcyon exercised its right to terminate the Merger Agreement pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"). Section 8.1(d) of the Merger Agreement provided that the Merger Agreement could be terminated by either Halcyon or Vectris if, at any time after the Outside Date (defined as March 10, 2024), the requisite antitrust and regulatory approvals had not been obtained or, prior to such date, if it became reasonably certain that such approvals would not be obtained. The termination was properly noticed in accordance with Section 8.2 of the Merger Agreement and was effective upon delivery of notice to Vectris.
The termination was occasioned by the failure to obtain the required antitrust and competition approvals necessary to consummate the Transaction. Specifically:
(i) On October 30, 2023, the United States Department of Justice, Antitrust Division (the "DOJ"), filed a civil antitrust complaint in the United States District Court for the District of Columbia, captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (D.D.C.), seeking to enjoin and block the consummation of the Transaction on the grounds that the proposed merger would substantially lessen competition in the market for advanced photonic integrated circuits and related semiconductor components, in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. The DOJ's complaint alleged, inter alia, that the combined entity would control approximately 68% of the North American market for high-bandwidth photonic transceivers used in data center interconnect applications.
(ii) On October 6, 2023, the European Commission opened a Phase II in-depth investigation (Case M.11247 — Halcyon Semiconductor / Vectris Photonics) pursuant to Article 6(1)(c) of Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation"), having concluded that the Transaction raised serious doubts as to its compatibility with the internal market, particularly with respect to overlapping product markets in the European Economic Area for silicon photonics components and photonic packaging solutions. The Phase II investigation carried a statutory deadline well beyond the Outside Date under the Merger Agreement, making timely clearance a practical impossibility.
In light of the DOJ enforcement action and the European Commission's Phase II investigation, Halcyon's board of directors (Vorstand), in consultation with its legal and financial advisors, determined that the conditions to the consummation of the Transaction could not reasonably be satisfied and that the exercise of the Antitrust Termination Right was in the best interests of Halcyon and its shareholders (Aktionäre).
In connection with the termination of the Merger Agreement, Halcyon, Merger Sub, and Vectris entered into a Termination Agreement and Mutual Release dated as of November 30, 2023 (the "Termination Agreement"), pursuant to which the parties mutually released each other from all claims and obligations arising under or in connection with the Merger Agreement, subject to certain customary surviving provisions. In accordance with Section 8.3(b) of the Merger Agreement and Section 3 of the Termination Agreement, Halcyon is obligated to pay, and will pay, the contractual reverse break-up fee in the amount of Twenty-Eight Million Dollars ($28,000,000) (representing 3.5% of the aggregate $800,000,000 deal value) to Vectris no later than December 15, 2023. Such payment will be made by wire transfer of immediately available funds to an account designated by Vectris.
The Transaction will not be consummated. Accordingly, the conditions precedent to funding under the Commitment Letter — including, without limitation, the execution and delivery of definitive credit documentation, the consummation of the Merger, and the delivery of required closing certificates — cannot and will not be satisfied.
IV. Formal Notice of Termination of the Commitment Letter
In light of the foregoing, and pursuant to the termination provisions set forth in Section 9 of the Commitment Letter (which provides that the Commitment Letter shall automatically terminate upon the termination of the Merger Agreement, or upon written notice by Halcyon that it no longer intends to consummate the Transaction), Halcyon hereby provides formal written notice that the Commitment Letter and all obligations, commitments, and undertakings of both parties thereunder are terminated, effective immediately as of the date hereof.
As a result of the termination of the Merger Agreement and the entry into the Termination Agreement, the purpose for which the Facility was committed no longer exists, and no borrowing request has been, or will be, made under the Commitment Letter. No definitive credit agreement, security agreement, guarantee agreement, or other loan documentation was executed in connection with the Facility, and no advances were made or are outstanding under the Commitment Letter.
In addition, all fee letters, engagement letters, and ancillary arrangements entered into in connection with or related to the Commitment Letter — including, without limitation, the Fee Letter dated August 8, 2023 — are likewise terminated and of no further force or effect, except to the extent of any accrued and unpaid obligations expressly surviving as set forth below.
V. Ticking Fee Settlement
Halcyon acknowledges that the ticking fee of 20 basis points (0.20%) per annum on the aggregate undrawn commitment amount of $500,000,000 commenced accruing on November 8, 2023, being the date that was 90 days after the signing of the Merger Agreement on August 10, 2023. The ticking fee accrued for the period from and including November 8, 2023 through and including November 30, 2023, a period of twenty-two (22) days.
Based on Halcyon's calculations, the accrued ticking fee for such 22-day period is approximately $60,273.97 (computed as $500,000,000 × 0.0020 × 22/365), though Halcyon acknowledges that the Bank's calculation methodology (including with respect to day-count conventions) shall control. Halcyon respectfully requests that Meridian Atlantic provide a final invoice for any and all accrued and unpaid ticking fees, together with any reimbursable out-of-pocket expenses (including legal fees of Kalder & Eames LLP), through the date of this notice. Halcyon will promptly remit payment of all such amounts upon receipt of such invoice in accordance with the wire transfer instructions set forth in the Fee Letter.
VI. Request for Confirmation and Release
Halcyon respectfully requests that Meridian Atlantic confirm in writing, at its earliest convenience and in any event no later than December 15, 2023, each of the following:
(a) that the Commitment Letter dated August 8, 2023, and all obligations, commitments, and undertakings of Meridian Atlantic thereunder, are terminated and of no further force or effect;
(b) that Halcyon and its affiliates (including, without limitation, Merger Sub and any other subsidiary of Halcyon) are fully and unconditionally released from all obligations, covenants, representations, warranties, and liabilities under the Commitment Letter, the Fee Letter, and all related documents, instruments, and agreements entered into in connection therewith, other than any obligation to pay accrued and unpaid ticking fees and reimbursable expenses as described in Section V above;
(c) that no further amounts are or will become due and payable from Halcyon or any of its affiliates under the Commitment Letter, the Fee Letter, or any related document, other than the accrued ticking fees and reimbursable expenses referenced above; and
(d) that Meridian Atlantic has not assigned, transferred, syndicated, or otherwise conveyed any portion of its commitment under the Commitment Letter to any third party, or, if any such assignment or syndication has occurred, that Meridian Atlantic has obtained or will obtain corresponding termination acknowledgments and releases from each such assignee or participant.
Halcyon will cooperate fully and in good faith in the execution and delivery of any further documents, instruments, or agreements reasonably required by Meridian Atlantic or its counsel to effect such termination and release on a timely basis.
VII. Dissolution of Merger Sub
For Meridian Atlantic's records and for good order purposes, please be advised that Halcyon Acquisition Sub, Inc. (Delaware Secretary of State File No. 7634291), the Merger Sub formed solely for purposes of effectuating the Transaction, will be dissolved in due course following the completion of all post-termination administrative matters, including the filing of a certificate of dissolution with the Delaware Secretary of State and the winding up of its affairs in accordance with the Delaware General Corporation Law. We expect such dissolution to be completed no later than the first quarter of 2024. No creditors of the Merger Sub exist, and the entity has no assets or liabilities other than those arising in connection with its formation and organizational matters.
VIII. Contact Information for Further Correspondence
All further correspondence, invoices, notices, and communications regarding the termination of the Commitment Letter and any related matters should be directed to the following individuals:
Oliver Mackenzie, Esq. Partner Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 848-4127
Email: oliver.mackenzie@calderwoodharkness.com
Dr. Luisa Hartmann General Counsel (Chefsyndikus) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany Telephone: +49 (89) 2184-5500
Email: luisa.hartmann@halcyon-semi.de
Markus Ellinger Chief Financial Officer (Finanzvorstand) Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany Telephone: +49 (89) 2184-5600
Email: markus.ellinger@halcyon-semi.de
IX. Closing
Halcyon appreciates Meridian Atlantic's cooperation, professionalism, and responsiveness throughout the financing process and regrets that the Transaction could not be consummated due to circumstances beyond the parties' control. Halcyon values its relationship with Meridian Atlantic and looks forward to the possibility of working together on future matters.
Nothing in this letter shall be construed as a waiver, release, or modification of any rights, remedies, or claims of Halcyon except as expressly set forth herein. This letter is delivered without prejudice to any rights Halcyon may have under the Commitment Letter, the Fee Letter, or applicable law with respect to matters not addressed herein. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Commitment Letter.
We would be grateful for your prompt attention to this matter and for written confirmation of the termination and release at your earliest convenience. Please do not hesitate to contact the undersigned with any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Oliver Mackenzie, Partner
On behalf of Halcyon Semiconductor Aktiengesellschaft
cc:
Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany (via email: luisa.hartmann@halcyon-semi.de)
Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany (via email: markus.ellinger@halcyon-semi.de)
Philip Strand, Esq., Kalder & Eames LLP, 1 World Financial Center, Suite 3100, New York, New York 10281 (counsel to Meridian Atlantic Bank, N.A.) (via email and overnight courier)
Harrison Wexford, Esq., Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (via email)
Derek Okonkwo, Esq., Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (via email)

CALDERWOOD & HARKNESS LLP

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