UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 5)
RULE
13e-3 TRANSACTION STATEMENT
UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
ASE
TEST LIMITED
(Name of
the Issuer)
ASE
Test Limited
Advanced
Semiconductor Engineering, Inc.
(Name of
Person(s) Filing Statement)
Ordinary
Shares
(Title of
Class of Securities)
Y02516105
(CUSIP
Number of Class of Securities)
Mr.
Joseph Tung
Advanced
Semiconductor Engineering, Inc.
Room
1901, TWTC International Trade Building, 19/F
333
Keelung Road, Section 1
Taipei
110
Taiwan,
Republic of China
(886-2)
8780-5489
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Mr.
Kenneth S. Hsiang
ASE
Test Limited
10
West Fifth Street
Nantze
Export Processing Zone
Kaohsiung
Taiwan,
Republic of China
(886-7)
363-6641
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(Name,
Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
With
copies to:
Mark
J. Lehmkuhler, Esq.
Davis
Polk & Wardwell
18th
Floor, The Hong Kong Club Building
3A
Chater Road
Hong
Kong
(852)
2533-3300
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William
Y. Chua, Esq.
Sullivan
& Cromwell LLP
28
th
Floor
Nine
Queen’s Road Central
Hong
Kong
(852)
2826-8688
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This
statement is filed in connection with (check the appropriate box):
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a. The
filing of solicitation materials or an information statement subject to
Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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b. The
filing of a registration statement under the Securities Act of
1933.
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c. A
tender offer.
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x
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d.
None of the above.
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Check the following
box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
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Check the following
box if the filing is a final amendment reporting the results of the
transaction:
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Calculation
of Filing Fee
Transaction
Valuation*
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Amount of
Filing Fee**
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$863,922,200.58
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$33,952.14
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*
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Calculated
solely for purposes of determining the filing fee. The filing fee was
calculated based on the sum of (i) US$14.78 (the proposed cash payment for
each ASE Test ordinary share listed on The Nasdaq Global Market)
multiplied by the sum of (x) 40,864,868 (the number of such shares
outstanding as of May 27, 2008 that are subject to the transaction) and
(y) 7,843,663 (the number of such shares issuable upon the exercise of
options outstanding as of May 27, 2008 that have a per share exercise
price lower than US$14.78), and (ii) US$0.185 (the proposed cash payment,
payable in NT$ equivalent, for each ASE Test depositary share listed on
the Taiwan Stock Exchange) multiplied by 778,433,040 (the number of such
depositary shares outstanding as of May 27, 2008 that are subject to the
transaction).
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**
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The
payment of the filing fee, calculated in accordance with Rule 0-11(b)
under the United States Securities Exchange Act of 1934, as amended,
equals .0000393 multiplied by the Transaction
Valuation.
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x
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Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Amount
Previously Paid:
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$34,080.38
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Form
or Registration No.:
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Schedule
13E-3
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Filing
Parties:
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ASE
Test Limited and Advanced Semiconductor Engineering,
Inc.
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Date
Filed:
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January
4, 2008
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INTRODUCTION
This
Amendment No. 5 (this “Amendment”) to Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the “Transaction Statement”) is being filed with the United
States Securities and Exchange Commission pursuant to Section 13(e) of the
United States Securities Exchange Act of 1934, as amended, by (1) ASE Test
Limited, a company incorporated and existing under the laws of the Republic of
Singapore (“ASE Test”), and (2) Advanced Semiconductor Engineering, Inc., a
company incorporated and existing under the laws of Taiwan, Republic of China
(“ASE Inc.”) (each, a “Filing Person”). This Amendment is being filed
to supplement Item 10 and Item 16 of the Transaction Statement.
Item
10: Source and Amounts of Funds or Other Consideration
Item 10 is
hereby supplemented by the addition of the following information:
On May 29,
2008, ASE Inc. entered into a syndicated loan agreement with a banking syndicate
led by Citibank Taiwan, referred to herein as the USD loan agreement, which
provides for a USD$200 million term loan facility, referred to herein as the USD
facility. ASE Inc. previously entered into a syndicated loan
agreement dated March 3, 2008 with a banking syndicate led by Citibank Taiwan,
which provides for a NT$24,750 million term loan facility, referred to herein as
the NTD facility. While the NTD facility remains fully available, ASE
Inc. intends to finance a portion of the aggregate payment to acquire the
ordinary shares of ASE Test with borrowings under the USD facility, and the
remaining payment with a combination of ASE Inc.’s existing cash and cash
equivalents and borrowings under the NTD facility. In order to be
able to use any amounts under the NTD facility that remain undrawn upon final
settlement of the completion of the acquisition of the ordinary shares of ASE
Test pursuant to the scheme, ASE Inc. is currently in the process of seeking
lender consents to amend the terms of the NTD facility to broaden the scope of
the use of proceeds and to extend the term of availability thereunder, such
amendments referred to herein as the contemplated NTD facility
amendments. Set forth below is a summary of certain material terms of
the USD facility.
General
. The USD facility is
a U.S. dollar denominated term loan facility in the amount of US$200
million.
Conditions Precedent to
Drawdown
. Subject to the terms and conditions of the USD loan agreement,
the USD facility may be drawn down by ASE Inc. in one lump sum amount on or
prior to June 12, 2008.
The
drawdown of the USD facility is subject to the satisfaction or waiver of various
conditions, including but not limited to the receipt by Citibank Taiwan as
facility agent of the following documents, in form and substance reasonably
satisfactory to it, at least two business days prior to the requested date for
the drawdown:
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evidence
that ASE Inc. has received all required corporate authorizations with
respect to its execution, delivery and performance of the scheme
implementation agreement, the USD loan agreement and other related
documents;
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evidence
that ASE Test has been duly authorized by its shareholders and board of
directors to enter into the scheme implementation agreement and to proceed
with the scheme;
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copies
of all government approvals and filings required for the
scheme;
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evidence
that ASE Inc. has sufficient funds (including proceeds from the USD
facility) for all payments under the
scheme;
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evidence
that ASE Inc. has obtained all third party consents (if any) necessary for
the scheme;
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evidence
that all closing conditions to the scheme, except for the payment of the
scheme consideration, have been
met;
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legal
opinions by the syndicate banks’ counsel on certain ROC law matters
relating to the USD facility;
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such
other documents or evidence as may be reasonably required by Citibank
Taiwan as facility agent; and
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an
undertaking from ASE Inc. that (a) it will not draw down a portion of the
NTD facility equivalent to not less than US$200 million to finance the
acquisition of the ordinary shares of ASE Test in connection with the
scheme, if ASE Inc. obtains the required consents from the
lenders to the contemplated NTD facility amendments, and (b) any amount
under the NTD facility that remains undrawn upon the date of the
undertaking will be deemed automatically cancelled, if ASE Inc. fails to
obtain the required consents of the lenders to the contemplated NTD
facility amendments.
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In
addition, Citibank Taiwan as facility agent shall have received a duly executed
drawdown notice from ASE Inc. on or before three business days prior to the
requested date for the drawdown, and no event that would restrict or prevent the
scheme shall have occurred as of the date of the drawdown.
Term
. The USD facility has a
three-year term, commencing on the date of the USD loan agreement.
Interest Rate
. Any borrowings
under the USD facility will bear interest at a floating rate based upon the
London Interbank Offered Rate plus an agreed margin ranging from 0.70% to 0.90%
per annum, to be adjusted pursuant to the net income ratio of ASE Inc.
semi-annually.
Repayment
. Principal
repayment will be made in full in one lump sum payment on the third anniversary
date of the USD loan agreement. Upon 15 days prior written notice, ASE Inc. may
also voluntarily prepay amounts outstanding under the USD facility in whole or
in part without premium or penalty on certain specified dates subject to certain
minimum repayment amount or, alternatively, at any time in any amount, subject
to indemnifying the bank syndicate’s funding costs and losses.
Several Obligations of the Syndicate
Banks
. The syndicate banks’ obligations under the USD loan agreement,
including their respective commitments to lend to ASE Inc. under the USD
facility, are separate and independent, and they are not jointly liable with one
another for any such obligations.
Other Terms
. The USD loan
agreement contains representations and warranties, affirmative and negative
covenants and financial maintenance covenants by ASE Inc., as well as provisions
relating to events of default, in each case, that are customary for term loan
facilities of this nature.
Item
16: Exhibits.
Item 16 is
hereby supplemented by the addition of the following exhibit:
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(b)(2)
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Syndicated
Loan Agreement dated May 29, 2008 by and among Advanced Semiconductor
Engineering, Inc., Citbank, N.A., Taipei Branch and the other banks listed
on Schedule I thereto, Citibank, N.A., Taipei Branch and the banks
identified on the signature pages thereof, as coordinating arrangers for
the banks thereunder, and Citibank, N.A., Taipei Branch, as facility agent
for the banks thereunder
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SIGNATURES
After due
inquiry and to the best of my knowledge and belief, I certify that the
information in this statement is true, complete and correct.
Dated: May
30, 2008
ASE
Test
Limited
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By:
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/s/
Kenneth S. Hsiang
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Name:
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Kenneth
S. Hsiang
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Title:
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Chief
Financial Officer
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Advanced
Semiconductor Engineering,
Inc.
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By:
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Name:
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Title:
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EXHIBIT
INDEX
Exhibit
Number
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Description
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(b)(2)
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Syndicated
Loan Agreement dated May 29, 2008 by and among Advanced Semiconductor
Engineering, Inc., Citbank, N.A., Taipei Branch and the other banks listed
on Schedule I thereto, Citibank, N.A., Taipei Branch and the banks
identified on the signature pages thereof, as coordinating arrangers for
the banks thereunder, and Citibank, N.A., Taipei Branch, as facility agent
for the banks thereunder
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