TAICHUNG, Taiwan, Jan. 23, 2018 /PRNewswire/ -- Siliconware
Precision Industries Co., Ltd. ("SPIL", TWSE: 2325.TT) (NASDAQ:
SPIL) today issued the letter to shareholders for 2018 EGM:
Dear Shareholders,
Since the announcement of the proposed Joint Share Exchange on
June 30, 2016 between Siliconware
Precision Industries Co., Ltd. ("we", "SPIL" or the "Company") and
Advanced Semiconductor Engineering, Inc. ("ASE"), we have achieved
substantial progress in obtaining clearance from the relevant
governmental authorities, including clearance from the Taiwan Fair
Trade Commission ("Taiwan FTC") on November
16, 2016 and the U.S. Federal Trade Commission ("US FTC") on
May 15, 2017, and conditional
approval from the Anti-Monopoly Bureau of the Ministry of Commerce
of the People's Republic of China
("MOFCOM") on November 24, 2017.
To achieve our ultimate goal of strengthening the strategic
position, we would like to seek your support for the Joint Share
Exchange, i.e., to establish the proposed ASE Industrial Holding
Co., Ltd. ("Holdco"), and to make both ASE and SPIL wholly-owned
subsidiaries of Holdco. In that regard, we would like to seek your
approval for the following items in the upcoming shareholders'
meeting scheduled on February 12,
2018:
- Joint Share Exchange;
- Joint Share Exchange Agreement; and
- Supplemental Agreement.
Proposal details
1. Joint Share Exchange & Joint Share Exchange
Agreement
SPIL and ASE plan to implement the Joint Share Exchange, whereby
ASE will file an application to establish Holdco, of which ASE and
SPIL will become wholly-owned subsidiaries. HoldCo will acquire all
issued and outstanding shares of both SPIL and ASE, both of which
will be delisted from the Taiwan Stock Exchange and become
wholly-owned subsidiaries of HoldCo concurrently, and subsequently
file to revoke their respective public-filing status in
Taiwan. The Joint Share Exchange
will be conducted according to the below:
- At an exchange ratio of one ASE common share for 0.5 HoldCo
common share
- Each SPIL common share will receive NT$51.20 (The initial cash consideration was
NT$55. The cash consideration has
been adjusted to NT$51.2 after
deducting the NT$2.8 per share cash
dividend distribution as well as a NT$1.0 per share payment from capital reserve in
2016.)
After the establishment of HoldCo, SPIL and ASE will each
maintain its separate legal entity status, retain its legal entity
name, and maintain its current independent operations and operating
model. SPIL and ASE will also each retain its full management team
and employees, and its current organizational structure,
compensation, relevant benefits and personnel regulations will
continue to remain unchanged.
Please refer to the announcement for the Joint Share Exchange
Agreement announced on June 30, 2016
attached here.
2. Supplemental Agreement
On November 24, 2017, MOFCOM
announced that it has conditionally approved the Joint Share
Exchange (a copy of the complete announcement is attached here for
your easy reference). MOFCOM requires that ASE and SPIL
perform the obligations set for below, and that ASE, SPIL and
HoldCo submit a report to MOFCOM every six months for the execution
of such obligations:
- ASE and SPIL shall maintain as independent competitors and
carry out independent operations within the 24-month restricted
period (the "Restriction Period");
- HoldCo shall exercise limited shareholders' rights within the
Restricted Period: (1) Holdco to receive dividends and financial
information from both parties, (2) the research and development
related plans of both parties to be coordinated through a committee
established by HoldCo, (3) matters related to businesses conducted
by both parties in addition to the Packaging & Testing services
to be coordinated through a committee established by HoldCo, and
(4) HoldCo and ASE or SPIL to provide funding loans or financing
guarantee for each other according to the request or demand of the
other.
- ASE and SPIL shall undertake to provide services for customers
in a non-discriminatory way within the Restricted Period, and
reasonably determine the service price and other transaction
conditions.
- ASE and SPIL shall undertake not to restrict the selection of
customers for other suppliers within the Restricted Period, and
cooperate with the customers in changing suppliers according to
their requirements.
To accommodate the time required for closing, SPIL and ASE plan
to sign the Supplemental Agreement to extend the last day of the
Joint Share Exchange from December 31,
2017 to October 31, 2018.
Please refer to the announcement on December
14, 2017 attached here.
For the above proposals, our Audit Committee consisting entirely
of independent directors and acting in lieu of Special Committee of
the Company, has obtained opinions with regard to the fairness of
the terms of the Joint Share Exchange Agreement from independent
financial advisors prior to the announcement on June 30, 2016, and reviewed an updated opinion
dated January 15, 2018 after
significant progress has been made from regulatory agencies. Having
carefully considered all relevant factors and conclusions,
including the unanimous affirmation of the Special Committee and
the fairness opinion letters from the independent financial
advisors, the Board deems that the offer price and other terms and
conditions of the Joint Share Exchange Agreement are reasonable,
fair and in the best interest of our unaffiliated shareholders.
With your approval, SPIL and ASE will move ahead to establish
HoldCo. Its establishment is targeted to be completed by the end of
April 2018, subject to the review
progress of the competent authorities. The following is a tentative
timetable of the various trading-related events in connection with
the completion of the Share Exchange:
Final trading day for
SPIL Common Shares on the TWSE
|
April 17, 2018
(Taiwan time)
|
Final trading day for
SPIL ADSs on NASDAQ
|
April 17, 2018 (New
York time)
|
Effective date of the
Share Exchange
|
April 30, 2018
(Taiwan time)
|
We believe the proposed Joint Share Exchange will greatly
strengthen our strategic position and create new opportunities in
the semiconductor industry. This is in line with our consistent
goal of maximizing shareholders' value and echoes the global
industry trend. We look forward to your support in the upcoming
EGM.
For more information, you can find our communication
slides or please contact our VP of Finance Department Eva Chen
at spilir@spil.com.tw or +886-4-25341525 #1536 or our Spokesperson
Byron Chiang at spokesperson@spil.com.tw or +886-3-5795678
#3676.
Yours Sincerely,
Chairman Bough Lin
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SOURCE Siliconware Precision Industries Co., Ltd.