GlobalFoundries Announces Launch of $950 Million Secondary Offering of Ordinary Shares, Including Concurrent $200 Million Share Repurchase

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MALTA, NY, May 22, 2024 – GlobalFoundries Inc. ("GlobalFoundries" or "GF") (Nasdaq: GFS) today announced the launch of a secondary public offering of $950 million of its ordinary shares (including a $200 million share repurchase, as described below). All of the shares in the offering are being offered by Mubadala Technology Investment Company (the "Selling Shareholder"). The Selling Shareholder is a wholly owned subsidiary of Mubadala Investment Company PJSC (which, together with its affiliates, is GlobalFoundries' largest shareholder). The Selling Shareholder is expected to grant the underwriters a 30-day option to purchase up to an additional $112.5 million of GlobalFoundries' ordinary shares (equal to 15% of the initial ordinary shares being sold to the public).

gf.com/, May. 22, 2024 – 

GlobalFoundries is not selling any ordinary shares in the offering and will not receive any proceeds from the sale of the shares being offered by the Selling Shareholder.

GlobalFoundries intends to concurrently repurchase from the underwriters approximately $200 million of the Selling Shareholder's ordinary shares that are subject to the offering at a price per share equal to the public offering price for the offering (the "Share Repurchase"). GlobalFoundries intends to fund the Share Repurchase with cash on its balance sheet. GlobalFoundries expects the closing of the Share Repurchase to occur substantially simultaneously with the closing of the offering. The closing of the Share Repurchase is conditioned on the closing of the offering. The closing of the offering is not conditioned on the closing of the Share Repurchase. The underwriters are not receiving any discount or commission with respect to the ordinary shares being repurchased by GlobalFoundries pursuant to the Share Repurchase.

Morgan Stanley & Co. LLC and BofA Securities are acting as book-running managers for the offering.

The offering of these securities is being made only by means of a prospectus. A registration statement relating to these securities has been filed with the Securities and Exchange Commission (the "SEC") and has become effective. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. A copy of the preliminary prospectus relating to the offering, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by email at prospectus@morganstanley.com; BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com; or by accessing the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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