A&O Shearman advised on Soitec’s EUR500 million offering of bonds redeemable in cash and/or new and/or existing shares

The offering was carried out through a placement to qualified investors. Settlement and delivery took place on September 25, 2026. Each bond has a principal amount of EUR100,000 and a seven-year maturity and bears interest at an annual rate of 0.50%. The conversion/exchange price was set at EUR206.46 per share, representing a conversion/exchange premium of 55% over the reference share price of EUR133.20.

The net proceeds of the offering will be used for Soitec’s general corporate purposes, which may include, among other things, refinancing existing indebtedness, and funding investments to support its organic growth.

The ORNANE structure is designed to limit dilution for existing shareholders upon conversion, as Soitec S.A. retains the option to deliver new and/or existing shares only if bondholders exercise their conversion/exchange rights.

Concurrently with the offering, and in order to facilitate hedging for certain subscribers of the ORNANEs, certain members of the bank syndicate acting as joint bookrunners for the offering organized a simultaneous placement of existing Soitec S.A. shares through short sales on behalf of those subscribers.

The A&O Shearman team was led by Paris-based partner Olivier Thébault, with support from senior associate Jade Billère-Mellet, as well as associates Bénédicte Cheyrou-Lagrèze and Nadia El Mir, on the ECM/M&A aspects. The team also included partner Mathieu Vignon and senior associate Virginie Chatté on tax matters, as well as partner Diana Billik and senior associate Maggie Casteel on U.S. securities law matters.