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Motorola transferred its MOS-17 wafer-fabrication plant in Tianjin to Semiconductor Manufacturing International Corporation (SMIC) in a deal announced on 24 October 2003 and completed on 16 January 2004. SMIC reported the transaction’s total value as US$335.8 million; the consideration included SMIC shares and warrants as well as transition cash, rather than a simple cash purchase.

What Motorola transferred to SMIC

The asset transfer covered Motorola’s MOS-17 wafer fab in Tianjin, China. SMIC later identified the acquired operation as Fab 7. It was not a sale of all Motorola semiconductor operations in the city: Motorola retained its nearby BAT-3 assembly-and-test facility and continued other activities in Tianjin.

SMIC described Fab 7 as an operating 200-mm wafer fab. Its 2011 filing reported 73,182 square metres of total floor space and approximately 8,430 square metres of production clean-room area. SMIC’s 2011 filing

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How much SMIC paid, and how the deal was structured

SMIC reported a total transaction value of US$335.8 million in its 2011 filing. The deal was structured mainly around equity and related arrangements, not as an all-cash sale.

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Deal component What the filings say
SMIC preference shares SMIC issued 82,857,143 Series D convertible preference shares to Motorola China Electronics Limited.
Share warrants Motorola received warrants for a further 8,285,714 Series D shares.
Transition cash Motorola provided US$30 million in transition cash as part of the transaction, according to the 2004 transaction filings.
Reported valuation and accounting The SEC filing valued the warrants and preference shares at US$321 million and said the seller recorded a US$6 million gain. SMIC’s 2011 filing reported total transaction value of US$335.8 million.

Those figures describe different elements of the transaction and should not be read as a single cash payment: SMIC’s stated total value was US$335.8 million, while much of the consideration took the form of shares and warrants. The parties also exchanged and licensed semiconductor intellectual property and agreed on transition support. SMIC’s 2011 filing 2004 SEC transaction filing

Why Motorola sold MOS-17

Motorola said the transaction would let it use manufacturing and research resources more efficiently while removing overhead and capital costs associated with operating MOS-17. It also intended to maintain its presence in Tianjin and China and continue chip production there through SMIC. Scott Anderson, then president and CEO of Motorola’s Semiconductor Products Sector, said, “This agreement with SMIC maximizes the use of our manufacturing and R&D resources.” Motorola’s announcement, 24 October 2003

For SMIC, the acquisition added an operating 200-mm fab, along with process and intellectual-property support, transition services and a significant customer. The companies’ master foundry agreement provided that SMIC would fabricate wafers and supply related services to Motorola.

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Did Motorola keep operating in Tianjin?

Yes. Motorola retained BAT-3, its nearby assembly-and-test facility, and continued other Tianjin activities. The company also remained connected to chip production through its foundry agreement and customer relationship with SMIC, so the fab transfer did not mean Motorola immediately stopped sourcing production in the area.

SMIC said it would make employment offers to all Motorola employees associated with MOS-17. That commitment concerned the employees tied to the transferred fab; it does not establish what happened to each individual afterward. Motorola’s announcement, 24 October 2003

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What the transaction’s later status establishes

The available transaction records establish the acquisition, the fab’s identification as SMIC Fab 7, and the arrangement at the time of transfer. They do not establish the facility’s present-day ownership, output or employment, so those details should not be inferred from the 2003–2004 deal.

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