TAICHUNG, Taiwan, May 26, 2016 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") and Siliconware Precision Industries Co., Ltd.
("SPIL")(Taiwan Stock Exchange: 2325, NASDAQ: SPIL)
announced today that the boards of directors of ASE and SPIL have
separately passed resolutions today for the execution by ASE and
SPIL of the "Joint Share Exchange Memorandum of Understanding."
Both companies agree to promote plans for the establishment of a
holding company ("HoldCo"). The main terms and purpose of
the plans to jointly establish HoldCo are as follows:
- HoldCo will be jointly established by ASE and SPIL, and will be
listed on the Taiwan Stock Exchange (American depositary shares of
HoldCo will be listed on the New York Stock Exchange). Upon the
completion of its establishment, HoldCo will simultaneously hold
100% equity interests in both ASE and SPIL (the
"Transaction" or "Joint Share Exchange"). As parallel
sibling companies under HoldCo, ASE and SPIL can, through
maintaining an operating model which incentivizes healthy
competition while promoting cooperation between the two companies,
improve their individual operating efficiencies and economies of
scale as well as research innovation achievements. In doing so,
both companies will jointly create a mutually beneficial platform
that can strengthen competitiveness, improve the performance of
HoldCo, and seek to attain the goals of improving customer service
quality, creating shareholder value and improving employee
well-being.
- After the establishment of HoldCo, ASE and SPIL will each
maintain its separate legal entity status, retain its legal entity
name, and maintain its current independent operations and operating
model. ASE and SPIL will each retain its full management team and
employees, and their current organizational structure,
compensation, relevant benefits and personnel regulations will
continue to remain unchanged.
- The Joint Share Exchange will result in (1) Holdco issuing new
HoldCo shares as consideration in exchange for all of ASE's shares
at the exchange ratio of 1 ASE common share in exchange for 0.5
HoldCo common shares and (2) HoldCo paying NT$55 in cash per SPIL common share as
consideration for all of SPIL's shares. HoldCo will simultaneously
hold 100% equity interests in both ASE and SPIL upon the
consummation of the Transaction.
- The Joint Share Exchange Memorandum of Understanding is not
binding. After separately convening their respective boards of
directors to approve the Transaction, both parties will execute a
"Joint Share Exchange Agreement" on or before June 25, 2016. The completion of the Transaction
is conditioned upon the completion of the execution of the Joint
Share Exchange Agreement, all necessary approvals from foreign and
domestic competent authorities and the satisfaction of all other
closing conditions.
After sincere communication and exchange of opinions, the
management teams of ASE and SPIL have agreed to jointly plan, with
utmost sincerity and determination and on the basis of equality,
reciprocity and mutual benefit, the establishment of HoldCo to
consolidate the current operating models and excellent talents of
ASE and SPIL. The collaboration between the parties will result in
synergies that can create a high point and opportunities for the
future development and sustained operations of the semiconductor
industry by enhancing efficiency and economies of scale as well
strengthening deep research and development and innovation
capabilities, thereby providing customers with higher quality, more
efficient, and well-rounded packaging and testing services. ASE and
SPIL have always strived to innovate research and development and
improve economies of scale and operating efficiency to maximize
shareholder value. Both parties believe their main task and social
responsibility is to continue maintaining and improving the
semiconductor packaging and testing industry's advantage, and at
the same time consolidate the excellent talents nurtured over the
decades.
Contact:
Siliconware Precision Industries Co.,
Ltd.
No.45, Jieh Show
Rd.
Hsinchu Science Park, Hsinchu
Taiwan, 30056
www.spil.com.tw
Janet Chen, IR
Director
janet@spil.com.tw
+886-3-5795678#3675
Mike Ma, Spokesperson
mikema@spil.com.tw
+886-4-25545527#5601
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SOURCE Siliconware Precision Industries Co., Ltd.