HSINCHU, Taiwan, Nov. 30, 2016 /PRNewswire-FirstCall/ -- ChipMOS
TECHNOLOGIES INC. (listed on the Taiwan Stock Exchange under Stock
Ticker 8150 and on the NASDAQ under Stock Ticker IMOS; hereinafter
"ChipMOS Taiwan" or "ChipMOS") and Tsinghua Unigroup Ltd.
("Tsinghua Unigroup") today announced an agreement to form a
joint-venture and to mutually terminate Tsinghua Unigroup's earlier
private placement plan.
Under the joint-venture agreement, ChipMOS TECHNOLOGIES (BVI)
LTD. ("ChipMOS BVI"), a wholly owned subsidiary of ChipMOS Taiwan,
will sell 54.98% of the equity interests of its wholly owned
subsidiary, ChipMOS TECHNOLOGIES (Shanghai) LTD. ("ChipMOS Shanghai"), to a
group led by Tsinghua Unigroup ("strategic investors"), for
approximately RMB 498.4 million
(approximately NT$2,437 million or
US$77 million). After the
consummation of such equity interest transfer, ChipMOS BVI will own
45.02% of the equity interests of ChipMOS Shanghai, Tsinghua
Unigroup through its subsidiary, Tibet Unigroup Guowei Investment
Co., Ltd. ("Unigroup Guowei") will own 48%, and other strategic
investors, including a limited partnership owned by ChipMOS
Shanghai's employees will own 6.98%. The investment will be
used to expand the capacity of and services offered by ChipMOS
Shanghai. The joint-venture agreement has been approved by the
Board of Directors of ChipMOS Taiwan.
S.J. Cheng, Chairman of ChipMOS,
commented, "We are pleased to reach this joint-venture agreement
with Tsinghua Unigroup, which has been at the forefront of the
rapidly evolving global semiconductor value chain. As a leader
of the semiconductor assembly and test segment, ChipMOS will be
able to leverage our extensive expertise and relationships, R&D
resources and technology roadmap to meet a critical need within the
Tsinghua Unigroup portfolio as it works to meet expanding domestic
China market. The
joint-venture will allow us accelerate the planned expansion of
ChipMOS Shanghai, while adding on new lines to given the higher
demand we are seeing for our LCD driver ICs, touch driver, AMOLED,
OLED and memory testing, assembly and bumping services. Tsinghua
Unigroup is committed to actively supporting the company across its
comprehensive semiconductor supply chain investment portfolio, as
we work to mutually grow the sustainable revenue and profit of
ChipMOS Shanghai over the long-term, while promoting the interests
of all shareholders and employees."
Details of Joint-Venture Agreement and
Termination Agreement:
- A mutual agreement was reached between ChipMOS and Tsinghua
Unigroup to terminate Tsinghua Unigroup's participation in a
planned private placement of ChipMOS Taiwan:
On December 11, 2015, the Board of
Directors of ChipMOS Taiwan adopted a resolution to approve a
private placement of common shares in which 299,252,000 private
placement shares issued by ChipMOS Taiwan would be subscribed by a
controlled entity of Tsinghua Unigroup at NT$ 40 per share, and ChipMOS Taiwan and Tsinghua
Unigroup entered into the Share Subscription Agreement with other
transaction documents on the same date. The aforementioned
private placement was subsequently approved by a resolution of
ChipMOS Taiwan's shareholders meeting on January 28, 2016, and the subscriber, Tibet
MaoYeChuangXin Investment LTD., also entered into another Share
Subscription Agreement and other transaction documents with ChipMOS
Taiwan.
All parties have agreed to mutually terminate the Share
Subscription Agreement and other transaction
documents. ChipMOS Taiwan held a Board meeting to terminate
the aforementioned private placement, and entered into the
Termination Agreement with Tsinghua Unigroup and the subscriber,
respectively.
- Under the joint-venture agreement announced today, ChipMOS BVI,
a wholly owned subsidiary of ChipMOS Taiwan, will sell 54.98% of
the equity interests of its China
subsidiary, ChipMOS Shanghai, to strategic investors led by
Tsinghua Unigroup, and will further increase the capital of ChipMOS
Shanghai with such strategic investors according to their
respective shareholding ratio. The sale of the 54.98% equity
interest is expected to result in a gain to ChipMOS Taiwan of
approximately NT$2,288 million
(approximately NT$2.67 per ChipMOS
Taiwan share) upon the transaction's close primarily due to a gain
on the appreciation of fixed assets and land use rights.
ChipMOS BVI, a wholly owned subsidiary of ChipMOS Taiwan,
originally owned 100% of equity interests of ChipMOS Shanghai.
ChipMOS and ChipMOS BVI entered into the Equity Interest Purchase
Agreement and the Agreement for China-Foreign Joint Venture with
each strategic investor respectively, such as Unigroup Guowei, an
indirectly wholly owned subsidiary of Tsinghua Unigroup, and the
limited partnership owned by ChipMOS Shanghai's employees, selling
54.98% of equity interests of ChipMOS Shanghai at the price of
around RMB 498.4 million to strategic
investors including Unigroup Guowei and others, and the limited
partnership owned by ChipMOS Shanghai's employees (hereinafter
collectively as "Purchasers"). After the consummation of such
equity interest transfer, ChipMOS BVI will own 45.02% of equity
interests of ChipMOS Shanghai, Unigroup Guowei will own 48% of
equity interests of ChipMOS Shanghai, and other strategic investors
and the limited partnership owned by ChipMOS Shanghai's employees
will own 6.98% of equity interests of ChipMOS Shanghai. ChipMOS BVI
will increase capital to ChipMOS Shanghai, by the funds obtained
from selling equity interests of ChipMOS Shanghai, with the
Purchasers according to their respective shareholding ratio, and
except the foregoing funds, ChipMOS BVI does not inject any
additional funds to ChipMOS Shanghai. ChipMOS Shanghai is
expected to gain additional cash of approximately RMB 1,074.0 million from a capital increase after
the deal closes.
S.J. Cheng, Chairman of ChipMOS,
added, "We have been steadily ramping production at ChipMOS
Shanghai as part of a three-year capacity expansion plan, which is
aligned with the increasing customer demand levels for
semiconductor testing and assembly services in Mainland China and
our goal of achieving sustainable profitability at ChipMOS
Shanghai. Other than the US$42
million capital contribution invested and US$33 million bank loan facility secured
formerly, the additional RMB 1,074.0
million capital contribution will help us achieve our
targeted economies of scale and our long-term goals. We are
also pleased as the joint-venture structure brings powerful
strategic partners to ChipMOS Shanghai in a structure that will
benefit all shareholders."
About ChipMOS TECHNOLOGIES INC.:
ChipMOS TECHNOLOGIES INC. ("ChipMOS" or the "Company") (Taiwan
Stock Exchange: 8150 and NASDAQ: IMOS) (http://www.chipmos.com) is
an industry leading provider of semiconductor assembly and test
services. With advanced facilities in Hsinchu Science Park, Hsinchu
Industrial Park and Southern Taiwan Science Park in Taiwan and Qingpu Industrial Zone in
Shanghai, ChipMOS and its
subsidiaries provide testing and assembly services to a broad range
of customers, including leading fabless semiconductor companies,
integrated device manufacturers and independent semiconductor
foundries.
Forward-Looking Statements
This press release contains certain forward-looking statements.
These forward-looking statements may be identified by words such as
'believes,' 'expects,' 'anticipates,' 'projects,' 'intends,'
'should,' 'seeks,' 'estimates,' 'future' or similar expressions or
by discussion of, among other things, strategy, goals, plans or
intentions. These statements include financial projections and
estimates and their underlying assumptions, statements regarding
plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future
performance. Actual results may differ materially in the future
from those reflected in forward-looking statements contained in
this document, due to various factors. These risks and
uncertainties include those discussed under "Cautionary Statement
Concerning Forward Looking Statements" and "Risk Factors" in the
prospectus included in the registration statement on Form F-4 that
ChipMOS filed with the U.S. SEC.
Contacts:
In Taiwan
Dr. S.K.
Chen
ChipMOS TECHNOLOGIES
INC.
+886-6-507-7712
s.k._chen@chipmos.com
|
In the
U.S.
David
Pasquale
Global IR
Partners
+1-914-337-8801
dpasquale@globalirpartners.com
|
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SOURCE ChipMOS TECHNOLOGIES INC.