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Extract to table / letter-sc-to-vk-dd-protocol.docx
letter-sc-to-vk-dd-protocol.docx
Parties
HARKNESS LLP
Kessler LLP
Westbridge Securities LLC
Andover Barcliffe Group Inc
Northpointe Capital LLC
Rheintal Industrieholding GmbH
Halcyon Semiconductor USA Inc
Halcyon Power Solutions GmbH
Dates
January 27, 2026
January 22, 2026
April 14, 2026
July 6, 2026
December 31, 2023
December 31, 2024
December 31, 2025
December 31, 2026
December 31, 2027
March 9, 2026
Amounts
$900,000,000
$39.00
$45.00
$100,000,000
€3,820
€1,069
€612
$75,000,000
$15,000,000
$20,000,000
Obligations
A thorough and well-documented due diligence record must be established well in advance of such confidential submission, and must thereafter be maintained and updated through the effectiveness of the Registration Statement, pricing, and closing of the Offering
As both firms are aware, Halcyon qualifies as a "foreign private issuer" as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the due diligence investigation must accordingly address both US securities law requirements and the cross-border aspects inherent in a transaction involving a German Aktiengesellschaft
Each of these jurisdictions presents unique legal, regulatory, and operational considerations that must be addressed in the course of the due diligence investigation
Both C&H and V&K, together with their respective associates and other authorized personnel, shall have full access to the Data Room throughout the due diligence period, subject to the confidentiality and privilege protections described in Section VII below
Document Review Both C&H and V&K shall conduct a comprehensive review of all documents that are responsive to the Request List previously circulated by C&H to the Company and Bähr Stein (Dr
Both C&H and V&K shall independently review documents in the Data Room