TAIPEI, Taiwan, Dec. 28, 2015 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") noted today that the board of directors of
Siliconware Precision Industries Co., Ltd. ("SPIL") resolved
to temporarily postpone the convening of the extraordinary general
shareholders' meeting in connection with a proposed private
placement deal and that, subject to the conditions that (i) ASE
immediately terminate its proposed second tender offer for SPIL
shares and (ii) both parties commence negotiations on
mutually-agreed foundations, SPIL will evaluate the 100% share
exchange proposal (the "Proposal") previously proposed by
ASE.
On December 22, 2015, ASE
announced its plan to commence 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, of SPIL from
December 29, 2015 to February 16, 2016. In order to protect the rights
and interests of SPIL shareholders, ASE will lawfully commence the
Tender Offer on December 29, 2015 as
previously announced. ASE urges SPIL shareholders to
participate in the Tender Offer. Notwithstanding the above, ASE
sincerely hopes that the parties can commence negotiations on the
Proposal as soon as possible, and complete such negotiations before
the expiration of the Tender Offer, under the following terms and
conditions previously proposed by ASE on December 14, 2015:
- Price: NT$55 per common share (or
NT$275 per American depositary
share).
- Acquisition amount and legal entity name: all shares of SPIL
not otherwise owned by ASE. If the share exchange transaction is
consummated, SPIL will become a wholly-owned subsidiary of ASE. ASE
will maintain SPIL's separate legal entity status and retain SPIL's
legal entity name.
- All directors and management of SPIL will be retained and their
current compensation and benefits maintained.
- SPIL's current employee policies will be observed and all SPIL
employees will be retained to ensure the protection of their labor
rights.
- SPIL must terminate or cancel the share placement agreement
with Tsinghua Unigroup Ltd. in accordance with its terms or
applicable laws (and terminate any other transaction that will
dilute SPIL's shares or other similar transactions).
ASE's investment in SPIL was based on our sincere belief in the
need for Taiwan's semiconductor
packaging and testing industry players to actively seek
opportunities for cooperation and resource consolidation to
maintain and further improve the competitive strength of
Taiwan's semiconductor packaging
and testing industry in the face of intensified global competition
and emerging competitors. Therefore, ASE greatly values its
investment in SPIL and hopes that this investment can promote
cooperation between both companies, set an excellent example in
Taiwan for productive cooperation
between two exemplary companies in the face of intense competition
and preserve the results of both parties' efforts in the
Taiwan semiconductor industry in
the past 30 years.
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 ROC Offer
documents will also be available by contacting KGI Securities Co.
Ltd. ("KGI"), the tender offer agent for the ROC 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 U.S. 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 ROC
Offer and U.S. Offer 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.