TAIPEI, Taiwan, Oct. 5, 2015 /PRNewswire/ --
To Our Honorable Fellow SPIL Shareholders:
As a follow-up to the letters Advanced Semiconductor
Engineering, Inc. ("ASE" or "we") sent to you on
September 28, 2015 and October 1, 2015, we would like to provide a few
updates in connection with the upcoming extraordinary shareholders'
meeting of Siliconware Precision Industries Co., Ltd.
("SPIL") on October 15, 2015
("EGM").
Our reasons for opposing the EGM proposals have been explained
in our earlier letters to you. We would like to highlight that
ASE is not the only one that opposes the proposals to be voted upon
at the EGM.
Over the past few days, as reported in the media, both
Institutional Shareholder Services Inc. ("ISS") and Glass,
Lewis & Co., LLC ("Glass Lewis"), two of the world's
foremost proxy advisors, have recommended that shareholders vote
AGAINST the proposals to be voted on at the EGM. The
recommendations of ISS and Glass Lewis are extremely highly
regarded and routinely followed in the
United States and elsewhere by institutions that follow best
practices in corporate governance.
As quoted in the media, here are a few of the reasons that ISS
and Glass Lewis recommend that shareholders vote against the EGM
proposals:
- "the board has not provided valid justifications regarding
the necessity of share exchange for the formation of strategic
alliance or the absence of premium for the share exchange pricing
with Hon Hai"
- "in determining possible control premium relating to the
share exchange ratio, SPIL's management seems to apply a double
standard. SPIL strongly criticized ASE's tender offer based on
the argument that ASE did not take into account the control premium
[for the fair value of SPIL's share] in determining the tender
offer price. However, such control premium was not added in the
pricing of SPIL's shares to be issued under the share exchange with
Hon Hai"
- "the proposed share exchange ratio for SPIL to issue 2.34
shares in exchange for 1 Hon Hai share is at a deep discount and
Hon Hai will obtain a unreasonably large portion of SPIL's stake.
Such an outcome could be unduly dilutive to shareholders'
interests"
- "the implied valuation of SPIL's shares to be issued to Hon
Hai is not only 23.5% below ASE's tender offer price, but also
29.6% below the valuation provided in SPIL's fairness
opinion"
- "Although SPIL stated that through the share exchange with Hon
Hai it may increase the company's capital reserve for earning
distribution and increase dividend payout in the future, such
measure will not increase SPIL's cash position"
- "SPIL's strategic alliance with Hon Hai in the form of a share
exchange is not presented as a separate voting agenda, but instead
is bundled through the amendments to the SPIL's Articles of
Incorporation and Procedures for Acquisition and Disposition
presented as the voting agenda for this meeting. To SPIL
shareholders, such structure poses risks arising from the lack
of disclosure and granting excessive board authorization to SPIL's
board"
- "the structure of the voting agenda poses governance-related
risks to shareholders. Under the current structure,
shareholders are unable to fully assess the potential impact of the
transaction in order to make a correct decision"
- "such an amendment to the bylaws is not a one-time authority;
rather, it would authorize SPIL's board to conduct transactions
similar to the Hon Hai share exchange up to the newly expanded
share issuance limit in the future without shareholders'
approval"
- "SPIL decided to enter into a share exchange with Hon Hai just
one week after ASE announced its intention to commence a tender
offer… absent reasonably extenuating circumstances, Glass Lewis
does not support actions by companies that are blatant attempts at
implementing anti-takeover defenses"
For the above reasons, if you held SPIL shares on September 15, 2015, we urge you to attend the EGM
to exercise your shareholder rights and vote "AGAINST" the
proposed amendments to SPIL's Articles of Incorporation and the
proposed amendments to SPIL's Procedures for Acquisition and
Disposition.
Wishing all SPIL shareholders good health and all the best,
Advanced Semiconductor Engineering, Inc.
Safe Harbor Notice:
This press release contains "forward-looking statements" within
the meaning of Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended, including statements regarding
our future results of operations and business prospects. Although
these forward-looking statements, which may include statements
regarding our future results of operations, financial condition or
business prospects, are based on our own information and
information from other sources we believe to be reliable, you
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press release.
The words "anticipate," "believe," "estimate," "expect," "intend,"
"plan" and similar expressions, as they relate to us, are intended
to identify these forward-looking statements in this press release.
Our actual results of operations, financial condition or business
prospects may differ materially from those expressed or implied in
these forward-looking statements for a variety of reasons,
including risks associated with cyclicality and market conditions
in the semiconductor or electronic industry; changes in our
regulatory environment, including our ability to comply with new or
stricter environmental regulations and to resolve environmental
liabilities; demand for the outsourced semiconductor packaging,
testing and electronic manufacturing services we offer and for such
outsourced services generally; the highly competitive semiconductor
or manufacturing industry we are involved in; our ability to
introduce new technologies in order to remain competitive;
international business activities; our business strategy; our
future expansion plans and capital expenditures; the strained
relationship between the Republic of
China and the People's Republic of
China; general economic and political conditions; the recent
global economic crisis; possible disruptions in commercial
activities caused by natural or human-induced disasters;
fluctuations in foreign currency exchange rates; and other factors.
For a discussion of these risks and other factors, please see the
documents we file from time to time with the Securities and
Exchange Commission, including our 2014 Annual Report on Form 20-F
filed on March 18, 2015.
Investor Relations 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.