TAIPEI, Taiwan, Feb. 4, 2016 /PRNewswire/ -- In connection with
the offer to purchase, for cash, up to 770,000,000 common shares
("Common Shares") of Siliconware Precision Industries Co.,
Ltd. ("SPIL"), including those represented by American
depositary shares ("ADSs") by Advanced Semiconductor
Engineering, Inc. (TAIEX: 2311, NYSE: ASX) ("ASE" or
"we" ), through concurrent tender offers in the United States (the "U.S. Offer")
and in the Republic of China (the
"ROC Offer"), ASE announced today that it has extended the
U.S. Offer until 1:30 a.m.,
New York City time, on
March 17, 2016 (unless the U.S. Offer
is further extended) and it has extended the ROC Offer until 3:30
p.m. Taipei Time, on March 17, 2016.
The U.S. Offer had previously been scheduled to expire at
1:30 a.m. New York City time, on February 16, 2016 and the ROC Offer had
previously been scheduled to expire at 3:30 p.m. Taipei Time, on
February 16, 2016.
As of the close of business, New York
City time, on February 3,
2016, approximately 89,774,676 Common Shares, including
those represented by ADSs, which represents approximately 2.9% of
the issued and outstanding share capital of SPIL, had been validly
tendered and not withdrawn.
All of the other terms and conditions of the tender offers
remain unchanged. The tender offers are conditioned upon (i) there
being validly tendered in accordance with the terms of the ROC
Offer, and not withdrawn prior to the expiration of the ROC Offer,
155,818,056 Common Shares, not including those tendered into the
U.S. Offer or those represented by ADSs (representing approximately
least 5% of the issued and outstanding share capital of SPIL) and
(ii) the receipt of antitrust approval from the Taiwan Fair Trade
Commission. Upon the satisfaction of the aforementioned two
conditions, ASE will purchase the 770,000,000 Common Shares at
NT$55 per Common Share and
NT$275 per ADS cash consideration
payable in the tender offers in accordance with the relevant laws
and regulations. ASE submitted the antitrust filing for the tender
offers to the Taiwan Fair Trade Commission on December 25, 2015, and has received the
notification from the Taiwan Fair Trade Commission stating: "With
respect to the filing of the merger of enterprises between Advanced
Semiconductor Engineering, Inc. and Siliconware Precision Industry
Co., Ltd., the Fair Trade Commission has accepted the application
on February 2, 2016. Unless the
Commission shortens or extends the review period, prohibits the
proposed transaction or decides not to exercise its jurisdiction in
writing, the participating parties may proceed with the merger on
or after March 3, 2016". Based on the
above, ASE reasonably expects that the Taiwan Fair Trade Commission
will permit ASE to engage in a combination with SPIL as early as
March 3, 2016.
We urge holders of SPIL shareholders who would like to
participate in the tender offers to tender your Common Shares or
ADSs as soon as possible before the relevant expiration date.
If you have any questions regarding the ROC Offer, please
contact the ROC Offer tender agent, KGI Securities Co. Ltd., at the
tender offer hotline: +886-2-2389-2999 (securities agency
department), or visit KGI Securities Co. Ltd.'s website:
http://www.kgiworld.com.tw/.
If you have any questions regarding the U.S. Offer, please
contact the information agent for the U.S. Offer, MacKenzie
Partners, Inc., at +1 (800) 322-2885 (toll-free) (for holders in
the U.S. and Canada) or +1 (212)
929-5500 (call collect) (for holders in other countries), to obtain
free of charge the tender offer statement and related
materials.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Statements included in this communication that are not
historical facts are forward-looking statements. Forward-looking
statements involve a number of risks and uncertainties and are
subject to change at any time. In the event such risks or
uncertainties materialize, results could be materially adversely
affected. The risks and uncertainties include, but are not limited
to: the risk that the recently announced tender offer to acquire
Common Shares or ADSs of SPIL may not be consummated, or may not be
consummated in a timely manner; uncertainties as to how many
holders of common shares and ADSs will tender their common shares
and ADSs and whether the purchase of common shares and ADSs could
adversely affect the liquidity and market value of the remaining
common shares and ADSs held by the public; the possibility that
competing offers will be made; the risk that shareholder litigation
in connection with the tender offer may result in significant costs
of defense, indemnification and liability; the possible effects of
disruption on ASE's business, including increased costs and
diversion of management time and resources, making it more
difficult to maintain relationships with employees, customers,
vendors and other business partners; and other risks and
uncertainties detailed from time to time in ASE's filings with the
Securities and Exchange Commission (the "SEC"), including
its most recent Annual Report on Form 20-F.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and does
not constitute either an offer to purchase or a solicitation of an
offer to sell securities of SPIL. ASE filed a tender offer
statement on Schedule TO with the SEC on December 29, 2015 (as from time to time amended
and supplemented, the "Schedule TO"). The offer to purchase
common shares held by U.S. holders (within the meaning of Rule
14d-1(d) under the Securities Exchange Act of 1934, as amended,
which defines a U.S. holder as "any security holder resident in
the United States") and ADSs is
only being made pursuant to the offer to purchase, the ADS letter
of transmittal, the common share form of acceptance and related
materials filed with the SEC by ASE as a part of its Schedule TO.
Investors and security holders are urged to read the Schedule TO
(including the offer to purchase, the ADS letter of transmittal,
the common share form of acceptance and related materials), as it
may be amended from time to time, because it contains important
information about the tender offer, including its terms and
conditions, and should be read carefully before any decision is
made with respect to the tender offer. Investors and security
holders may obtain free copies of these statements and other
materials filed with the SEC at the website maintained by the SEC
at www.sec.gov, or by directing requests for such materials to
MacKenzie Partners, Inc., the U.S. Information Agent for the US
Offer, at +1 (800) 322-2885 (toll-free) (for holders in the U.S.
and Canada) or +1 (212) 929-5500
(call collect) (for holders in other countries). Copies of these
materials and any documentation relating to the tender offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would be unlawful.
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.