TAICHUNG, Taiwan, Jan. 7, 2016 /PRNewswire/ -- Siliconware
Precision Industries Co., Ltd. (TWSE: 2325, NASDAQ: SPIL) (the
"Company") has separately convened a Review Committee meeting and
Board of Directors meeting in accordance with the Regulations
Governing Public Tender Offers for Securities of Public Companies
to review the tender offer of the Company's common shares and/or
ADRs by Advanced Semiconductor Engineering, Inc. (TWSE: 2311, NYSE:
ASX) ("ASE").
The Review Committee's and the Board of Director's review
conclusions and recommendations are as follows:
1. ASE's second tender
offer price is not reasonable
ASE proposed to offer NT$55 per
common share in cash to acquire the Company's common shares, with a
maximum number of 770,000,000 shares (including common shares
represented by ADRs) and a minimum number of 155,818,056 shares
(not including common shares represented by ADRs). Taking into
consideration the Company's operations, share market price,
earnings per share, net value per share, future development,
distributed earnings in recent years and an independent expert's
opinion to the reasonableness of the tender offer price, the tender
offer price is not reasonable.
(1) The tender offer price does not reach
the reasonable transaction price range
Independent expert CPA Wei-Lin Chen of Dingshuo accounting firm
has produced a reasonability opinion determining that the
reasonable transaction price range should be NT$56.33 to NT$68.60 per share. Additionally, CPA
Samuel Lu of Diwan & Company accounting firm has produced a
reasonability opinion determining that the reasonable transaction
price range should be NT$58.32 to
NT$63.44 per share. However, the tender offer price proposed
by ASE of NT$55 per common share is
lower than the reasonable transaction price ranges suggested by the
aforesaid both independent experts. Thus, ASE's tender offer price
is not reasonable.
(2) Comparison of ASE's tender offer price
to the price offered by the Company's private placement
subscriber
ASE's tender offer price of NT$55
per share while the price offered by Company's private placement
subscriber is also NT$55 per share.
Comparing the control rights and liquidity of the two cases, ASE
should pay a higher price premium, and thus should reasonably offer
a higher price.
2. Global Anti-Trust
Filing Doubts
(1) Filing Completeness
In view of ASE's tender offer prospectus not disclosing whether
ASE has completed a thorough evaluation nor whether ASE has made
filings with the competent authorities in foreign countries and
jurisdictions, ASE needs to provide more information in order to
resolve such doubts.
(2) Without obtaining approval, there is
risk that the shares sold cannot be delivered
The time the Taiwan Fair Trade Commission and anti-trust
authorities in other countries or jurisdictions takes to review
anti-trust cases vary. If ASE is unable to obtain the approval of
anti-trust authorities during the tender offer period, there is
risk that the selling shareholders' shares cannot be delivered.
Unless the competent authority for tender offers (the Financial
Supervisory Commission) officially and clearly states that the
tender offer can proceed and be completed even without obtaining
approval, the relevant risks remain.
3. Recommendation to the
Shareholders
Before the aforementioned doubts are completely clarified, the
Review Committee and the Board of Directors believe that such risks
still exist and thus take a reserved attitude toward whether the
shareholders of the Company should participate in the present
tender offer. However, the shareholders of the Company should still
consider the aforementioned explanations and closely review the
tender offer announcement and tender offer prospectus issued by
ASE, including the relevant risks associated with participating and
not participating noted in the tender offer prospectus, to decide
individually whether to participate in the tender offer.
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
+886-4-25341525#7890
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SOURCE Siliconware Precision Industries Co., Ltd.