TAICHUNG, Taiwan, June 30, 2016 /PRNewswire/ -- Siliconware
Precision Industries Co., Ltd. (TWSE code: 2325, NASDAQ code: SPIL,
hereafter "SPIL") and Advanced Semiconductor Engineering,
Inc. (TWSE code: 2311, NYSE code: ASX, hereafter "ASE")
jointly announced today that each party's respective board of
directors has passed resolution to approve the entering into and
execution of a joint share exchange agreement between SPIL and ASE
(the "Agreement") and agrees to establish a holding company
(the "Holdco"). Major stipulations and purposes of the
Agreement are set forth below:
- ASE and SPIL jointly agree to establish Holdco, which will be
listed in the Taiwan Stock Exchange and whose American depositary
shares will be listed in the New York Stock Exchange. Upon the
establishment of the Holdco, ASE and SPIL will become wholly-owned
subsidiaries of the HoldCo and become sibling companies. Through
this parallel operation model which incentivizes healthy internal
competition and promotes cooperation, ASE and SPIL strive to
improve each's operating efficiency, economy of scale as well as
R&D and innovation results, thereby creating an environment of
mutual assistance and win-win mentality, strengthening
competitiveness and improving the performance of Holdco, with the
main goals of improving the quality of customer service, creating
shareholder value and benefiting the employees.
- Upon the establishment of the Holdco, ASE and SPIL will each
maintain its separate legal entity status, retain its respective
legal entity name as well as independent business and operation
model. ASE and SPIL will each retain its respective management team
and employees and maintain its current organizational structure,
compensation and relevant benefits and personnel policies.
- The share exchange will be conducted (1) at an exchange ratio
of one ASE common share for 0.5 HoldCo common share, and (2) at
NT$55 in cash for each of SPIL's
common shares and ASE and SPIL will become wholly-owned
subsidiaries of HoldCo. The cash consideration of NT$55 has been adjusted to NT$51.2 after excluding the NT$2.8 per share cash dividend distribution
approved by resolution at SPIL's annual shareholders' meeting in
2016 as well as a NT$1.0 per share
payment from capital reserve. The NT$51.2 cash consideration aforementioned will
not be subject to further adjustment if the cash dividends
distribution by SPIL in 2017 is less than 85% of SPIL's after-tax
net profit for the year 2016.
- The long stop date of the Agreement (the "Long Stop
Date") means the expiry day of 18 months after the execution
date of the Agreement (i.e., December 31,
2017) or a later date otherwise agreed upon in writing by
both parties. If the closing of this transaction cannot be
consummated due to failure of the conditions precedent to be
satisfied on or before the Long Stop Date, the Agreement shall be
terminated automatically at 0:00 on the day immediately following
the Long Stop Date, except as otherwise agreed thereof.
- The closing of the transaction will be subject to the execution
of the Agreement, the necessary approvals by relevant domestic and
foreign competent authorities, the approvals by ASE and SPIL's
respective shareholders' meeting as well as the satisfaction of
other conditions precedent.
The management teams of ASE and SPIL have agreed to jointly
plan, with the utmost sincerity and determination and on the basis
of equality, reciprocity and mutual benefit, the establishment of
the HoldCo to consolidate the current operations and excellent
talents of ASE and SPIL. The collaboration between the parties will
result in synergies that can create a competitive advantages and
opportunities for the future development and sustained growth of
the semiconductor industry by enhancing efficiency and economies of
scale as well deeply strengthening 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 for innovation, research
and development and improving economies of scale and operating
efficiency to maximize shareholder value and improve the
semiconductor packaging and testing industry's advantage. Both
parties also believe that one of their main task and social
responsibilities is to continue to cultivate and nurture excellent
talents for years to come.
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.