TAIPEI, Taiwan, May 26, 2016 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") and Siliconware Precision Industries Co., Ltd.
("SPIL")(Taiwan Stock Exchange: 2325, NASDAQ: SPIL)
announced today that the boards of directors of ASE and SPIL have
separately passed resolutions today for the execution by ASE and
SPIL of the "Joint Share Exchange Memorandum of Understanding."
Both companies agree to promote plans for the establishment of a
holding company ("HoldCo"). The main terms and purpose of
the plans to jointly establish HoldCo are as follows:
1. HoldCo will be jointly established by
ASE and SPIL, and will be listed on the Taiwan Stock Exchange
(American depositary shares of HoldCo will be listed on the New
York Stock Exchange). Upon the completion of its establishment,
HoldCo will simultaneously hold 100% equity interests in both ASE
and SPIL (the "Transaction" or "Joint Share
Exchange"). As parallel sibling companies under HoldCo, ASE and
SPIL can, through maintaining an operating model which incentivizes
healthy competition while promoting cooperation between the two
companies, improve their individual operating efficiencies and
economies of scale as well as research innovation achievements. In
doing so, both companies will jointly create a mutually beneficial
platform that can strengthen competitiveness, improve the
performance of HoldCo, and seek to attain the goals of improving
customer service quality, creating shareholder value and improving
employee well-being.
2. After the establishment of HoldCo,
ASE and SPIL will each maintain its separate legal entity status,
retain its legal entity name, and maintain its current independent
operations and operating model. ASE and SPIL will each retain its
full management team and employees, and their current
organizational structure, compensation, relevant benefits and
personnel regulations will continue to remain unchanged.
3. The Joint Share Exchange will result
in (1) Holdco issuing new HoldCo shares as consideration in
exchange for all of ASE's shares at the exchange ratio of 1 ASE
common share in exchange for 0.5 HoldCo common shares and (2)
HoldCo paying NT$55 in cash per SPIL
common share as consideration for all of SPIL's shares. HoldCo will
simultaneously hold 100% equity interests in both ASE and SPIL upon
the consummation of the Transaction.
4. The Joint Share Exchange Memorandum
of Understanding is not binding. After separately convening their
respective boards of directors to approve the Transaction, both
parties will execute a "Joint Share Exchange Agreement" on or
before June 25, 2016. The completion
of the Transaction is conditioned upon the completion of the
execution of the Joint Share Exchange Agreement, all necessary
approvals from foreign and domestic competent authorities and the
satisfaction of all other closing conditions.
After sincere communication and exchange of opinions, the
management teams of ASE and SPIL have agreed to jointly plan, with
utmost sincerity and determination and on the basis of equality,
reciprocity and mutual benefit, the establishment of HoldCo to
consolidate the current operating models and excellent talents of
ASE and SPIL. The collaboration between the parties will result in
synergies that can create a high point and opportunities for the
future development and sustained operations of the semiconductor
industry by enhancing efficiency and economies of scale as well
strengthening deep research and development and innovation
capabilities, thereby providing customers with higher quality, more
efficient, and well-rounded packaging and testing services. ASE and
SPIL have always strived to innovate research and development and
improve economies of scale and operating efficiency to maximize
shareholder value. Both parties believe their main task and social
responsibility is to continue maintaining and improving the
semiconductor packaging and testing industry's advantage, and at
the same time consolidate the excellent talents nurtured over the
decades.
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
ASE's or HoldCo's future results of operations and business
prospects. Although these forward-looking statements, which may
include statements regarding ASE's or HoldCo's (if established)
future results of operations, financial condition or business
prospects, are based on ASE's or HoldCo's (if established) 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 ASE or HoldCo (if established), are intended to identify these
forward-looking statements in this press release. These statements
discuss future expectations, identify strategies, contain
projections of results of operations of ASE's or HoldCo's (if
established) financial condition, or state other forward-looking
information. Known and unknown risks, uncertainties and other
factors could cause the actual results to differ materially from
those contained in any forward-looking statement. ASE cannot
promise that its expectations expressed in these forward-looking
statements will turn out to be correct. ASE's or HoldCo's (if
established)actual results could be materially different from and
worse than those expectations. For a discussion of important risks
and factors that could cause ASE's or HoldCo's (if established)
actual results to be materially different from its expectations,
please see the documents we file from time to time with the U.S.
Securities and Exchange Commission ("U.S. SEC"), including ASE's
2015 Annual Report on Form 20-F filed on April 29, 2016.
This press release is not an offering of securities for sale
in any jurisdiction:
ASE may file a registration statement on Form F-4 with the U.S.
SEC in connection with the proposed Joint Share Exchange. The Form
F-4 (if filed) will contain a prospectus and other documents. The
Form F-4 (if filed) and prospectus, as they may be amended from
time to time, will contain important information about ASE, SPIL,
the Joint Share Exchange and related matters. U.S. shareholders of
ASE are urged to read the Form F-4 (if filed), the prospectus and
the other documents, as they may be amended from time to time, that
may be filed with the U.S. SEC in connection with the Joint Share
Exchange carefully before they make any decision at any
shareholders' meeting of ASE with respect to the Joint Share
Exchange. The Form F-4 (if filed), the prospectus and all other
documents filed with the U.S. SEC in connection with the Joint
Share Exchange will be available when filed, free of charge, on the
U.S. SEC's website at www.sec.gov. In addition, the Form F-4 (if
filed), the prospectus and all other documents filed with the U.S.
SEC in connection with the Joint Share Exchange will be made
available, free of charge, to U.S. shareholders of ASE who make a
written request to ir@aseglobal.com.
Investor Relations Contact:
Advanced Semiconductor Engineering,
Inc.
|
Siliconware Precision Industries Co.,
Ltd.
|
Iris Wu, Manager
|
Mike Ma, Spokesperson
|
irissh_wu@aseglobal.com
|
mikema@spil.com.tw
|
Tel: +886.2.6636.5678
|
Tel: +886.4.2554.5527#5601
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/joint-statement-by-ase-and-spil-300275442.html
SOURCE Advanced Semiconductor Engineering, Inc.