TAIPEI, Taiwan, March 17, 2016 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") announced today that the tender offer by ASE for
common shares (including common shares represented by American
depositary shares) of Siliconware Precision Industries Co., Ltd.
("SPIL"), launched on December 29,
2015, was unsuccessful due to failure to satisfy the tender
offer conditions, as ASE did not receive approval from the Taiwan
Fair Trade Commission ("FTC") for the proposed combination
between ASE and SPIL before the expiration of the tender offer.
Over 27.57% of SPIL shareholders participated in this tender offer.
ASE sincerely thanks all members of various fields who supported
this tender offer, particularly all SPIL shareholders who
participated in this tender offer. ASE deeply regrets not being
able to purchase shares from all participating SPIL shareholders
due to the FTC not approving the proposed combination before the
expiration date of this tender offer. ASE has instructed its tender
agents to return all shares to participating SPIL shareholders as
soon as possible.
Currently, the Taiwanese semiconductor packaging and testing
industry is facing an unprecedented and intense challenge.
Semiconductor businesses of other countries and regions --
both integrated device manufacturers ("IDMs") and outsourced
assembly and test ("OSAT") companies -- have
dramatically improved their global competitiveness through
large-scale mergers and acquisitions, and certain players have
arisen in the global market with significant support from the
government. ASE deeply believes that, only if Taiwanese packaging
and testing peers form a national team to face numerous current
challenges through the active integration of resources and response
to government policies, can the Taiwanese packaging and testing
industry maintain its competitive advantage. ASE's acquisition of
an equity interest in SPIL was aimed at seeking cooperation with
SPIL in order to consolidate both parties' resources and excellent
teams. In so doing, both parties could grasp the opportunity of
next-generation packaging and testing technologies, welcome the
arrival of the "Internet of things" and miniaturization, and
jointly create a new blue ocean for the Taiwanese packaging and
testing industry against a backdrop of intensifying competition in
the global semiconductor industry from IDMs and OSATs.
During the tender offer period, ASE listened with an open mind
to the opinions and recommendations expressed by individuals from
all walks of society, and hereby makes the following four
statements:
- ASE's determination to seek integration with SPIL has not
changed; after obtaining the FTC's approval, ASE expects to
continue seeking the support of SPIL shareholders in order to
complete the acquisition of 100% equity interest in SPIL.
- ASE's promise to maintain SPIL's legal entity status, legal
entity name, current employee benefits, work conditions and
personnel regulations, and retain the current SPIL management team
and all employees with the utmost good faith to protect their
employment right, has not changed.
- In order to realize ASE's promise to maintain its roots in
Taiwan, integrate the industry,
innovate technology, and look after SPIL employees, suppliers and
industry partners, concurrent with the acquisition of SPIL, ASE
will plan to establish an industrial holding company in
Taiwan. In the future, the
industrial holding company will separately hold 100% equity
interests in both ASE and SPIL, both of which shall retain their
legal entity status, allowing ASE and SPIL to become parallel
sibling companies under the same holding company, and at the same
time jointly creating a platform for mutual benefit that maintains
the current operating model of the two companies. The newly
established industrial holding company will be listed in
Taiwan (and the American
depositary shares of the new holding company will be listed in the
U.S.) and all current operations of ASE and SPIL in Taiwan will be maintained. ASE will invite, in
utmost good faith, Chairman Lin and President Tsai of SPIL to join
the board of the industrial holding company and jointly manage the
industrial holding company with ASE's management team. In addition,
they will continue to serve as chairman and president of SPIL,
respectively, and lead the current SPIL management team to look
after all SPIL employees as well partners in the up-, mid- and
downstream industry chain.
- Driven by the twin engines of ASE and SPIL's packaging and
testing, the newly established industrial holding company can be
expected to strengthen resource consolidation in Taiwan's current semiconductor packaging and
testing and related industries and become a new innovation platform
for the industry. By drawing on the strength of up-, mid- and
downstream businesses in the semiconductor packaging and testing
industry, it can face the challenges posed by intense changes in
the global semiconductor landscape.
Faced with new competition in the greater environment and the
major decision of the industry's future development, ASE sincerely
calls upon individuals from all walks of domestic society to adopt
a macro perspective and soberly view the impact of development
trends in the global semiconductor industry on the Taiwanese
packaging and testing industry. Integration of the Taiwanese
packaging and testing industry is both necessary and timely. The
merger between ASE and SPIL is neither a fight for management
rights nor an act of impulse, but rather a critical question of
survival for the entire Taiwanese semiconductor packaging and
testing supply chain. Founding a business is not easy, but
conserving what has been established is even more difficult. ASE's
management team deeply believes that simply maintaining the status
quo and reaping the fruit of our predecessor's labor is not a
currently acceptable option.
Based on our determination for sustained operation in
Taiwan, as well as our promise to
look after the families of tens of thousands of Taiwanese
employees, ASE chose to take the first step in integration.
We also hoped our tender offer could stimulate the industry's
integration, generate complementary synergy, and help the future
development of the Taiwanese semiconductor industry reach a new
high point in terms of enhanced efficiency, economic scale, and
depth of research and development and innovation. Even though the
process of integration has its challenges and difficulties,
building on past success is our joint responsibility and society's
expectation. ASE sincerely hopes that SPIL and ASE can jointly
create the glory of Taiwan, so
that a brighter day may soon arrive for the next generation of the
Taiwanese semiconductor packaging and testing industry.
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.