SPIL Siliconware Precision Industries Company, Ltd. - Ads Represents Common Shares (delisted)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)

SILICONWARE PRECISION INDUSTRIES CO., LTD.

(Name of Issuer)

Common Shares, Par Value NT$10.00 Per Share and  American Depositary Shares, Each Representing Five Common Shares

(Title of Class of Securities)

827084864 (American Depositary Shares)

(CUSIP Number of Class of Securities)

TW0002325008 (Common Shares)

(ISIN Number of Class of Securities)

Joseph Tung  Room 1901, No. 333, Section 1 Keelung Rd.  Taipei, Taiwan, 110  Republic of China  Tel: +886 2-6636-5678

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)   With a copy to:  George R. Bason, Jr.  Davis Polk & Wardwell LLP  450 Lexington Avenue  New York, New York 10017  Telephone: +1 (212) 450-4000

October 5, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   827084864
1.	Names of Reporting Persons.   Advanced Semiconductor Engineering, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ☐   (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization   Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7.	Sole Voting Power   779,000,000
		8.	Shared Voting Power
		9.	Sole Dispositive Power   779,000,000
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   779,000,0001
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   24.99%
14.	Type of Reporting Person (See Instructions)   HC, CO

---

¹ Includes 725,749,060 Common Shares of Siliconware Precision Industries Co., Ltd. (“SPIL”), par value NT$10.00 per share (“Common Shares”) and 10,650,188 American depositary shares (“ADSs”) of SPIL, each representing five Common Shares.

 

Item 1. Security and Issuer

 

Advanced Semiconductor Engineering, Inc. ( “ASE”) hereby amends and supplements its report on Schedule 13D, as filed on October 2, 2015 13D (the “Schedule 13D”), with respect to the Common Shares, NT$10 par value per share, (the “Common Shares”), and American depositary shares, each representing five Common Shares (“ADSs”), of Siliconware Precision Industries Co., Ltd., a company limited by shares under the Company Law of the Republic of China (“SPIL). Unless otherwise indicated, capitalized terms used in this Amendment No. 1, but not defined herein, shall have the meaning assigned to such terms in the Schedule 13D.

 

Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

On October 5, 2015, ASE issued an open letter to SPIL shareholders, a copy of which is attached as Exhibit 5.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit 5: An Open Letter to SPIL Shareholders from ASE dated October 5, 2015.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 5, 2015

 

	ADVANCED SEMICONDUCTOR ENGINEERING, INC.
	By:	/s/ Joseph Tung
		Name:	Joseph Tung
		Title:	Chief Financial Officer

 

Exhibit 5

 

Advanced Semiconductor Engineering, Inc.

 

FOR IMMEDIATE RELEASE

 

Investor Relations Contact: 

Iris Wu, Manager 

irissh_wu@aseglobal.com 

Tel: +886.2.6636.5678 

http://www.aseglobal.com

 

October 5, 2015

 

An Open Letter to SPIL Shareholders from ASE

 

To Our Honorable Fellow SPIL Shareholders:

 

As a follow-up to the letters Advanced Semiconductor Engineering, Inc. (“ASE” or “we”) sent to you on September 28, 2015 and October 1, 2015, we would like to provide a few updates in connection with the upcoming extraordinary shareholders’ meeting of Siliconware Precision Industries Co., Ltd. (“SPIL”) on October 15, 2015 (“EGM”).

 

Our reasons for opposing the EGM proposals have been explained in our earlier letters to you. We would like to highlight that ASE is not the only one that opposes the proposals to be voted upon at the EGM.

 

Over the past few days, as reported in the media, both Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), two of the world’s foremost proxy advisors, have recommended that shareholders vote AGAINST the proposals to be voted on at the EGM. The recommendations of ISS and Glass Lewis are extremely highly regarded and routinely followed in the United States and elsewhere by institutions that follow best practices in corporate governance.

 

As quoted in the media, here are a few of the reasons that ISS and Glass Lewis recommend that shareholders vote against the EGM proposals:

 

·

“the board has not provided valid justifications regarding the necessity of share exchange for the formation of strategic alliance or the absence of premium for the share exchange pricing with Hon Hai”

 

·

“in determining possible control premium relating to the share exchange ratio, SPIL’s management seems to apply a double standard. SPIL strongly criticized ASE's tender offer based on the argument that ASE did not take into account the control premium [for the fair value of SPIL’s share] in determining the tender offer price. However, such control premium was not added in the pricing of SPIL’s shares to be issued under the share exchange with Hon Hai”

 

·

“the proposed share exchange ratio for SPIL to issue 2.34 shares in exchange for 1 Hon Hai share is at a deep discount and Hon Hai will obtain a unreasonably large portion of SPIL’s stake. Such an outcome could be unduly dilutive to shareholders’ interests”

 

·

“the implied valuation of SPIL’s shares to be issued to Hon Hai is not only 23.5% below ASE’s tender offer price, but also 29.6% below the valuation provided in SPIL’s fairness opinion”

 

·

“Although SPIL stated that through the share exchange with Hon Hai it may increase the company's capital reserve for earning distribution and increase dividend payout in the future, such measure will not increase SPIL’s cash position”

 

·

“SPIL's strategic alliance with Hon Hai in the form of a share exchange is not presented as a separate voting agenda, but instead is bundled through the amendments to the SPIL’s Articles of Incorporation and Procedures for Acquisition and Disposition presented as the voting agenda for this meeting. To SPIL shareholders, such structure poses risks arising from the lack of disclosure and granting excessive board authorization to SPIL’s board”

 

·

“the structure of the voting agenda poses governance-related risks to shareholders. Under the current structure, shareholders are unable to fully assess the potential impact of the transaction in order to make a correct decision”

 

·

“such an amendment to the bylaws is not a one-time authority; rather, it would authorize SPIL’s board to conduct transactions similar to the Hon Hai share exchange up to the newly expanded share issuance limit in the future without shareholders’ approval”

 

·

“SPIL decided to enter into a share exchange with Hon Hai just one week after ASE announced its intention to commence a tender offer… absent reasonably extenuating circumstances, Glass Lewis does not support actions by companies that are blatant attempts at implementing anti-takeover defenses”

 

For the above reasons, if you held SPIL shares on September 15, 2015, we urge you to attend the EGM to exercise your shareholder rights and vote “AGAINST” the proposed amendments to SPIL’s Articles of Incorporation and the proposed amendments to SPIL’s Procedures for Acquisition and Disposition.

 

Wishing all SPIL shareholders good health and all the best,

 

Advanced Semiconductor Engineering, Inc.

 

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.