Advanced Technology Investment Company LLC (ATIC) of Abu Dhabi
and Chartered Semiconductor Manufacturing (Chartered) of Singapore
today announced a definitive agreement whereby ATIC would acquire
Chartered, one of the world’s top dedicated semiconductor
foundries.
Offer Details
The proposed acquisition will be effected by way of a scheme of
arrangement under section 210 of the Companies Act of Singapore,
subject to the approval of Chartered shareholders and the sanction
of the High Court of Singapore. The transaction is expected to
close during the fourth quarter of 2009. Completion of the
transaction will be subject to customary conditions, such as
regulatory and shareholder approvals. Details can be found in the
joint scheme announcement that has been filed with the Singapore
Exchange Securities Trading Limited (SGX), as well as in the scheme
document to be sent to Chartered shareholders.
Under this scheme of arrangement, each Chartered ordinary share
will be acquired by ATIC for a cash consideration of S$2.68 per
share. The transaction represents an equity value of approximately
S$2.5 billion (US$1.8 billion) and a total value of approximately
S$5.6 billion (US$3.9 billion), including debt and convertible
redeemable preference shares of approximately S$3.1 billion (US$2.2
billion) as of June 30, 2009. The price represents a premium of
14.2 percent to its 30 trading-day volume weighted average price,
26.8 percent to its 90 trading-day volume weighted average price
and 44.2 percent to its 6-month volume weighted average price on
the SGX. The estimated amount of consideration for each American
Depositary Share ("ADSs") is US$18.641. The actual amount per ADS
that ADS holders will receive will depend on the applicable
prevailing exchange rate, less the amount of applicable ADS
depositary's fees, taxes and expenses.
ATIC is a technology investment company wholly owned by the
government of Abu Dhabi. This acquisition is its second major
investment in the semiconductor industry and follows the company’s
March 2009 creation of GLOBALFOUNDRIES, a U.S.-headquartered,
leading-edge semiconductor manufacturing company and a joint
venture with AMD. The acquisition of Chartered will be made through
ATIC International Investment Company LLC, a subsidiary of ATIC.
Once the transaction is completed, ATIC will be the sole owner of
Chartered.
The transaction will allow ATIC to build on the complementary
platforms of Chartered and GLOBALFOUNDRIES, with Chartered’s
customer relationships and capabilities in both 8-inch and 12-inch
fabrication, and GLOBALFOUNDRIES’ advanced technology expertise,
capacity profile and global footprint.
“We believe that by having access to ATIC’s long-term capital
and related assets, Chartered has an opportunity to bring its
skills, capabilities and leadership to the next level,” said Waleed
Al Mokarrab, Chairman of ATIC. “By acquiring Chartered, ATIC
is expanding its investments in the semiconductor industry which
currently consist of a GLOBALFOUNDRIES leading facility in Dresden,
Germany and a new, state-of-the-art facility under construction in
upstate New York.”
Pending appropriate board approvals, Doug Grose, chief executive
officer of GLOBALFOUNDRIES, would serve as CEO of the combined
operations, with Chia Song Hwee, CEO of Chartered, serving as chief
operating officer. Chia will also spearhead the integration
effort.
“Chartered’s board of directors recognizes the efforts of the
management team and employees on the considerable progress they
have made,” said Jim Norling, chairman of the board of directors at
Chartered. “Given the importance of scale and the need for
substantial, continued capital investment, and having carefully
assessed all strategic options available to Chartered, we believe
this transaction provides Chartered shareholders the opportunity to
realize their investment. In addition, it enables Chartered to
accelerate its goal of becoming a leading player in the
semiconductor industry. We have today appointed Deutsche Bank AG,
Singapore Branch as an independent financial advisor to advise
shareholders on the fairness of the offer, and we will submit the
proposal for a shareholder vote.”
Morgan Stanley Asia (Singapore) Pte. and Citigroup Global
Markets Singapore Pte. Ltd. serve as joint financial advisors to
Chartered, and each provided a fairness opinion to the board of
directors of Chartered in connection with the transaction.
Temasek Holdings, which currently owns approximately 62 percent
of Chartered’s shares, also fully supports the acquisition and has
signed an irrevocable undertaking to vote in support of the
transaction.
“Chartered and GLOBALFOUNDRIES will be able to draw on each
other’s strengths to enable the next generation of semiconductor
innovation, utilizing the value of both companies and the
intellectual capital of thousands of skilled employees,” said
Ibrahim Ajami, CEO of ATIC. “Chartered and GLOBALFOUNDRIES are well
positioned to meet the growing chip demand to come from billions of
new mobile phones, cars, televisions, computers and other
devices.”
RESPONSIBILITY STATEMENT
The directors of Chartered Semiconductor Manufacturing Ltd
(Chartered) (including those who may have delegated detailed
supervision of the preparation of this Press Release) have taken
all reasonable care to ensure that the facts stated and opinions
expressed in this Press Release are fair and accurate and no
material facts have been omitted from this Press Release, and they
jointly and severally accept responsibility accordingly. Where any
information has been extracted from published or publicly available
sources, the sole responsibility of the directors of Chartered has
been to ensure through reasonable enquiries, that such information
is accurately extracted from such sources or, as the case may be,
reflected or reproduced in this Press Release.
The directors of both the Advanced Technology Investment Company
LLC (ATIC) and ATIC International Investment Company LLC (including
those who may have delegated detailed supervision of the
preparation of this Press Release) have taken all reasonable care
to ensure that the facts stated and opinions expressed in this
Press Release are fair and accurate and no material facts have been
omitted from this Press Release, and they jointly and severally
accept responsibility accordingly. Where any information has been
extracted from published or publicly available sources, the sole
responsibility of the directors of ATIC and the directors of ATIC
International Investment Company LLC has been to ensure through
reasonable enquiries, that such information is accurately extracted
from such sources or, as the case may be, reflected or reproduced
in this Press Release.
Morgan Stanley Asia (Singapore) Pte. and Citigroup Global
Markets Singapore Pte. Ltd. serve as joint financial advisors to
Chartered and each provided a fairness opinion to the board of
directors of Chartered as to the scheme consideration to be paid to
the shareholders of Chartered in the transaction, which opinions
are based upon the considerations and subject to the qualifications
set forth therein.
For more information on the announcement, go to:
www.advancedtechnologyic.com and www.charteredsemi.com.
About Chartered
Chartered Semiconductor Manufacturing Ltd.
(Nasdaq:CHRT)(SGX:CHARTEREDSC), one of the world’s top dedicated
semiconductor foundries, offers leading-edge technologies down to
40/45 nanometer (nm), enabling today’s system-on-chip designs. The
company further serves its customers’ needs through a
collaborative, joint development approach on a technology roadmap
that extends to 22nm. Chartered’s strategy is based on open and
comprehensive design enablement solutions, manufacturing
enhancement strategies, and a commitment to flexible sourcing. In
Singapore, the company owns or has an interest in six fabrication
facilities, including a 300mm fabrication facility and five 200mm
facilities. Information about Chartered can be found at
www.charteredsemi.com.
About ATIC
The Advanced Technology Investment Company (ATIC) was created in
2008. A technology investment company wholly owned by the
Government of Abu Dhabi, ATIC is focused on making significant
investments in the advanced technology sector, both locally and
internationally. Its mandate is to generate returns that deliver
long-term benefits to the Emirate of Abu Dhabi.
ATIC seeks to leverage the unique advantages it enjoys as an
investor from the Emirate of Abu Dhabi to identify and realize
long-term investment opportunities in the highly competitive and
capital-intensive advanced technology sector. These advantages
include significant and reliable capital, a patient investment
philosophy, and a subsequently long-term investment horizon. For
more information about ATIC visit www.advancedtechnologyic.com
Forward-Looking Statement
This document contains forward-looking statements, which are
made pursuant to the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, statements relating to the
future plans of Chartered following the acquisition and the
expected benefits from the acquisition. These forward-looking
statements are based on risks and uncertainties that could cause
actual results to differ materially from expectations. These
forward-looking statements should not be relied upon as predictions
of future events as we cannot assure you that the events or
circumstances reflected in these statements will be achieved or
will occur. In particular, we cannot assure you that the proposed
acquisition of Chartered will be approved by its shareholders, that
other conditions precedent to the closing of the transaction will
be satisfied or that such acquisition will occur.
1 Based on the prevailing exchange rate on Bloomberg of S$1.4378
to US$1.
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