TAIPEI, Taiwan, Dec. 22, 2015 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") announced today that it plans to commence on
December 29, 2015 concurrent tender
offers in the Republic of China
(the "ROC Offer") and in the
United States (the "U.S. Offer," and together with
the ROC Offer, the "Tender Offer") for common shares,
including those represented by American depositary shares
("ADSs"), of Siliconware Precision Industries Co., Ltd.
("SPIL") at a price of NT$55
per common share and NT$275 per ADS,
respectively. ASE plans to acquire an estimated maximum number of
770,000,000 common shares of SPIL (including common shares
represented by ADSs), equivalent to approximately 24.71% of the
issued and outstanding common shares of SPIL.
The ROC Offer will commence at 9:00 a.m., Taiwan time, on December 29, 2015 and expire at 3:30 p.m.,
Taiwan time, on February 16, 2016. The U.S. Offer will commence
at 12:00 a.m., New York City time, on December 29, 2015 and expire at 1:30 a.m., New York
City time, on February 16, 2016.
On October 1, 2015, ASE acquired
24.99% equity interest in SPIL through tender offers for a
consideration of NT$35.2 billion to
establish the basis and opportunity for exploration of possible
avenues of cooperation between the two companies. However, after
ASE acquired its 24.99% equity interest in SPIL, SPIL's management
has acted with animosity towards ASE and continuously disregarded
ASE's proposals to engage in discussions on potential cooperation,
and has taken various actions that are ill-advised from a corporate
governance perspective. For example, SPIL commenced baseless
litigation alleging that ASE does not have the right to be recorded
in SPIL's shareholder register for the shares ASE lawfully acquired
and paid for on October 1, 2015; and
on December 11, 2015, SPIL announced
yet another defensive measure under which SPIL would issue a large
number of new shares to a third party through private placement
(the "Third Party Deal"), another highly dilutive
transaction which brings no cash value to SPIL shareholders.
ASE believes that the Third Party Deal is not in the best
interests of SPIL shareholders. In order to protect its investment
in SPIL, ASE submitted a proposal to SPIL's board of directors (the
"SPIL Board") on December 14,
2015 to acquire 100% of SPIL's shares for NT$55 per common share in cash. However, ASE
understands that the SPIL Board has not responded by December 21, 2015. ASE believes that at its
existing ownership level, it will continue to face similar
defensive measures from SPIL thereby eliminating any realistic
possibility of a cooperative dialogue between the parties, and that
this inherently unstable situation will have an adverse effect on
the interests of ASE's and SPIL's shareholders.
As a result, in order to protect ASE's investment in SPIL, ASE
plans to launch this Tender Offer for the purpose of increasing its
shareholding in SPIL to approximately 49.71%. Furthermore, subject
to the conditions that (1) SPIL shareholders, at the
extraordinary general meeting to be held on January 28, 2016 (the "EGM"), do not approve the
proposals required for the Third Party Deal (the "amendments
to the Articles of Association proposal" and "the proposals to
commence a private placement") or (2) the SPIL Board terminates the
Third Party Deal in accordance with its terms or applicable laws
before January 28, 2016 and revokes
its resolution for convening the EGM for the shareholders to vote
on the "amendments to the Articles of Association proposal" and
"the proposals to commence a private placement," ASE intends to
ultimately seek to acquire 100% of the common shares and ADSs of
SPIL by seeking to discharge the SPIL Board at one or more
shareholders' meetings or await the expiration of the current
Board's term, and elect new nominees to the SPIL Board; if after
such election, one half or more of the SPIL Board is composed of
candidates nominated or designated by ASE, ASE intends to, in
accordance with the Taiwan Mergers and Acquisitions Act, cause the
SPIL Board to resolve in favor of a share exchange proposal (the
"100% Acquisition") between ASE and SPIL, pursuant to which
ASE shall pay all SPIL's shareholders a consideration of
NT$55 per share (or NT$275 per ADS) and acquire 100% of the
outstanding equity interest of SPIL not already owned by ASE.
(Actual consideration will be subject to adjustment if SPIL issues
shares or cash dividends and will also be adjusted in accordance
with applicable laws, including Article 26 of the Principles on
Acquisition and Disposition of Assets for Public Companies.) The
consummation of the 100% Acquisition will require resolutions by
ASE and SPIL in favor of a statutory share exchange under
Taiwan law at their respective
board and shareholders' meetings, and be subject to receipt of all
requisite competition, antitrust or other government approvals in
Taiwan or other jurisdictions.
Upon the completion of the 100% Acquisition, SPIL will become ASE's
direct and 100%-owned subsidiary.
After the completion of this Tender Offer, ASE reserves the
right to increase or decrease its shares in SPIL, exercise its
right as a SPIL shareholder, or take one or more actions to enforce
and protect its interest in SPIL and/or to enhance its control in
SPIL.
Important Additional Information
This release is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to
sell SPIL's securities.
In connection with the ROC Offer, ASE will file a tender offer
document with the Republic of China Financial Supervisory
Commission (the "FSC"). Copies of the Republic of China offer documents will also be
available by contacting KGI Securities Co. Ltd. ("KGI"), the
tender offer agent for the Taiwan
offer, at +886-2-2389-2999 or at the website maintained by
KGI at http://www.kgieworld.com.tw, or at the Market Observation
Post System website at http://mops.twse.com.tw/mops/web/index.
In connection with the US Offer, a tender offer statement and
related materials will be filed by ASE with the U.S. Securities and
Exchange Commission (the "SEC"). Investors and
security holders will also be able to obtain a copy of these
statements and other documents filed by ASE free of charge at the
website maintained by the SEC at www.sec.gov. In addition, the
tender offer statement, related materials will be available free of
charge by contacting ASE's information agent for the U.S. offer,
MacKenzie Partners, Inc., toll-free at +1-(800) 322-2885 for
U.S. or Canada or +1-212-929-5500
for other countries.
Investors and security holders are urged to carefully read the
tender offer statements and any other documents relating to the
Republic of China and U.S. offers
filed by ASE with the SEC and FSC when they become available, as
well as any amendments and supplements to those documents, because
they will contain important information.
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.