TAIPEI, Taiwan, Aug. 28, 2015 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TAIEX: 2311, NYSE: ASX)
("ASE" or "we") today acknowledged the announcement
made public today by Siliconware Precision Electronics Co, Ltd.
("SPIL") in response to ASE's
tender offer of NT$45 per
common share for up to 779,000,000 common shares of SPIL (including
the common shares represented by American depositary shares) made
starting from August 24, 2015 (the
"Tender Offer") and the hasty announcement made by SPIL
regarding the entering into a letter of intent between SPIL and Hon
Hai Precision Industry Co., Ltd. ("Hon
Hai") in connection with their strategic alliance
("Hon Hai Deal").
The Tender Offer will continue to proceed in Taiwan and in the U.S. pursuant to the
applicable rules and regulations, and will not be affected by the
Hon Hai Deal announcement.
Based upon the extremely limited information contained in SPIL's
announcement, SPIL has in a four day time period agreed a major
transaction with Hon Hai. At no
point after commencement of ASE's bid did SPIL make any effort to
determine whether there were possible basis on which ASE's bid
could be acceptable to SPIL. Instead, SPIL has crafted a
substantially similar investment structure with Hon Hai, except that it offers zero cash to
SPIL's shareholders, and appears to place an implied value for SPIL
of NT$37.86 per common share,
compared to ASE's cash offer price of NT$45 per common share. It is also a discount to
SPIL's current market price. This is difficult to reconcile with
the views of SPIL's certificated public accountant concerning the
reasonable valuation range for SPIL's shares.
Similarly, ASE is disappointed that SPIL's Independent Review
Committee raised concerns regarding the reasonableness of the price
and purposes of the Tender Offer and recommended SPIL shareholders
to refrain from participating in the Tender Offer. As noted above,
it is also difficult to reconcile with the proposed Hon Hai Deal,
which ASE believes is at implied valuation of SPIL that is a
meaningful discount both to the ASE bid price, and SPIL's own
accountant's valuation range.
Under the terms of the Tender Offer, ASE's bid price is
NT$45 per common share, a price which
is a compelling 34% premium over the closing price of SPIL's common
shares on the Taiwan Stock Exchange as of August 21, 2015. Compared to the terms of the
proposed Hon Hai Deal, which ASE believes requires SPIL to issue
new shares in exchange for new shares of Hon Hai ("Share Exchange") at a
consideration that appears to equate to an implied value of
NT$37.86 per common share, ASE's bid
is at a 19% premium to the implied value of the Hon Hai Deal, which
further signifies that ASE's bid presents a compelling premium for
SPIL's shareholders to realize its value, and demonstrates ASE's
sincerity and respect to all SPIL's shareholders. ASE strongly
encourages SPIL's shareholders to participate in the Tender
Offer.
Before making a decision on the proposed Share Exchange, ASE
urges that the management, directors and shareholders of SPIL fully
consider whether the Hon Hai Deal is in the best interests of SPIL
and its shareholders.
We continue to believe that the ASE bid represent compelling
value for SPIL's shareholders.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Statements included in this communication that are not
historical facts are forward-looking statements. Forward-looking
statements involve a number of risks and uncertainties and are
subject to change at any time. In the event such risks or
uncertainties materialize, results could be materially adversely
affected. The risks and uncertainties include, but are not limited
to: the risk that the recently announced tender offer to acquire
the common shares ("Common Shares") and/or American
depositary shares ("ADSs") of SPIL may not be consummated,
or may not be consummated in a timely manner; uncertainties as to
how many ADS holders will tender their ADSs and whether the
purchase of ADSs could adversely affect the liquidity and market
value of the remaining ADSs held by the public; the possibility
that competing offers will be made; the risk that shareholder
litigation in connection with the tender offer may result in
significant costs of defense, indemnification and liability; the
possible effects of disruption on ASE's business, including
increased costs and diversion of management time and resources,
making it more difficult to maintain relationship with employees,
customers, vendors and other business partners; and other risks and
uncertainties detailed from time to time in ASE's filings with the
Securities and Exchange Commission (the "SEC"), including
its most recent Annual Report on Form 20-F.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and does
not constitute either an offer to purchase or a solicitation of an
offer to sell securities of SPIL. ASE filed a tender offer
statement on Schedule TO with the SEC on August 24, 2015. The offer to purchase American
depositary shares of SPIL is only being made pursuant to the offer
to purchase, the letter of transmittal and related materials filed
with the SEC by ASE as a part of its Schedule TO. Investors and
security holders are urged to read the tender offer statement
(including an offer to purchase, a related letter of transmittal
and other related materials), as it may be amended from time to
time, because it contains important information about the tender
offer, including its terms and conditions, and should be read
carefully before any decision is made with respect to the tender
offer. Investors and security holders may obtain free copies of
these statements and other materials filed with the SEC at the
website maintained by the SEC at www.sec.gov, or by directing
requests for such materials to MacKenzie Partners, Inc., the U.S.
Information Agent for the tender offer, toll-free at +1 (800)
322-2885.
Copies of these materials and any documentation relating to the
tender offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would be unlawful.
IR Contact:
Iris Wu,
Manager
irissh_wu@aseglobal.com
Tel:
+886.2.6636.5678
http://www.aseglobal.com
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SOURCE Advanced Semiconductor Engineering, Inc.