TAIPEI, Taiwan, Nov. 24, 2017 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. (TWSE Code: 2311, NYSE Code: ASX)
("ASE") and Siliconware Precision Industries Co., Ltd.
("SPIL")(Taiwan Stock Exchange: 2325, NASDAQ: SPIL) jointly
announced on June 30, 2016 that both
companies plan to establish ASE Industrial Holding Co., Ltd.
("HoldCo"). Following the announcement, ASE and SPIL filed
applications to antitrust authorities in different jurisdictions in
connection with the proposed transaction. ASE and SPIL received
clearances from the Taiwan Fair Trade Commission and the U.S.
Federal Trade Commission on November 16,
2016 and May 15, 2017,
respectively. On November 24, 2017,
the Anti-Monopoly Bureau under the Ministry of Commerce of the PRC
("MOFCOM") announced that it has conditionally approved the
proposed transaction. ASE and SPIL highly appreciate the assistance
that we have received from cross-strait and all relevant
governmental authorities during the review process for this
transaction. Since ASE and SPIL have now received all necessary
antitrust clearances for the transaction, ASE will immediately
proceed with the establishment of HoldCo. It is expected that an
extraordinary general meeting will be convened in February 2018 and the establishment of HoldCo
will be completed by the end of May
2018. This timeline, however, is subject to the review
progress of competent authorities.
The combination of ASE and SPIL in the form of a joint share
exchange (the "Share Exchange") could promote healthy
competition, enhance research and development intensity and provide
high-quality and customized services to all customers. More
importantly, the Share Exchange could contribute to the development
of technical support for the advancement of the next-generation
digital age. While the Share Exchange carries positive significance
for Taiwan and benefits the
development of the semiconductor packaging and testing technology
in the PRC and across the globe, ASE and SPIL are aware of the fact
that certain industry players and authorities in the PRC may have
concerns over the potential restrictive effects of the Share
Exchange. In order to mitigate such concerns, ASE and SPIL filed a
remedial proposal to MOFCOM, which included the companies'
commitments to maintain independent operations for a confined
period.
HoldCo will continue to list in Taiwan and in the US. ASE and SPIL will
continue to expand our investment in Taiwan, to cherish and protect this land that
nurtured us. In addition, we will continue to hold ourselves to the
highest corporate governance standards and implement sustainable
business philosophies. As an integral member of the global
semiconductor industry chain, HoldCo would undoubtedly face severe
competition and challenges. In order for HoldCo to compete
effectively in the global environment, HoldCo will need to rely on
the continued support and supervision from government authorities
and all sectors of the society. More importantly, HoldCo will need
to implement dynamic strategies to compete for talent and resources
on a worldwide basis. In order to achieve our long-term goal for a
sustainable industry and to enhance the welfare of the greater
population, HoldCo will continue to work with other industry
participants to explore strategic alliance opportunities, which
will in turn spur further innovation and create a mutually
beneficial business environment for the industry as a whole.
Safe Harbor Notice:
This statement 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
ASE's or HoldCo's future results of operations and business
prospects. Although these forward-looking statements, which may
include statements regarding the expected completion of the
proposed combination between ASE and Siliconware Precision
Industries Co., Ltd. ("SPIL") and any benefits or synergies of the
proposed combination, as well as ASE's or HoldCo's (if established)
future results of operations, financial condition or business
prospects, are based on certain assumptions made by ASE or HoldCo
(if established) based on management's experience, perception of
historical trends and technical analyses, current conditions,
anticipated future developments and other factors believed to be
appropriate and reasonable by management as well as information
from other sources ASE's management believes to be reliable, you
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this statement. The
words "will," "potential," "anticipate," "believe," "estimate,"
"expect," "intend," "plan," "may," "could," "project," or their
negatives, and other similar expressions or statements, as they
relate to ASE or HoldCo (if established), are intended to identify
these forward-looking statements, although not all forward-looking
statements contain such identifying words. These statements discuss
future expectations, identify strategies, contain projections of
results of operations of ASE's or HoldCo's (if established)
financial condition, or state other forward-looking information.
Known and unknown risks, uncertainties and other factors could
cause the actual results to differ materially from those contained
in any forward-looking statement. These include risks and
uncertainties that may affect the proposed combination with SPIL,
the satisfactory completion of due diligence by the parties, the
ability of the parties to negotiate and enter into a definitive
agreement and, if such an agreement is entered into, the
satisfaction of the conditions contained in the definitive
agreement, any delay or inability to obtain necessary approvals or
consents from third parties and the ability of the parties to
realize the anticipated benefits from the proposed business
transaction. ASE cannot guarantee that its expectations expressed
in these forward-looking statements will turn out to be correct.
ASE's or HoldCo's (if established) actual results could be
materially different from and worse than those expectations. For a
discussion of important risks and factors that could cause ASE's or
HoldCo's (if established) actual results to be materially different
from its expectations, please see the documents we file from time
to time with the U.S. Securities and Exchange Commission ("U.S.
SEC"), including ASE's 2016 Annual Report on Form 20-F filed on
April 21, 2017. Any forward-looking
statement speaks only as of the date on which such statement is
made and ASE undertakes no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
This statement is not an offering of securities for sale in
any jurisdiction:
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended, or an exemption therefrom. ASE may file a
registration statement on Form F-4 with the U.S. SEC in connection
with the proposed joint share exchange between ASE and SPIL (the
"Joint Share Exchange"). The Form F-4 will contain a prospectus and
other documents. The Form F-4 and prospectus, as they may be
amended from time to time, will contain important information about
ASE, SPIL, the Joint Share Exchange and related matters. U.S.
shareholders of ASE are urged to read the Form F-4, the prospectus
and the other documents, as they may be amended from time to time,
that may be filed with the U.S. SEC in connection with the Joint
Share Exchange carefully before they make any decision at any
shareholders' meeting of ASE with respect to the Joint Share
Exchange. The Form F-4 , the prospectus and all other documents
filed with the U.S. SEC in connection with the Joint Share Exchange
will be available when filed, free of charge, on the U.S. SEC's
website at www.sec.gov. In addition, the Form F-4 , the prospectus
and all other documents filed with the U.S. SEC in connection with
the Joint Share Exchange will be made available, free of charge, to
U.S. shareholders of ASE who make a written request to
ir@aseglobal.com.
Investor Relations Contact:
Advanced
Semiconductor Engineering, Inc.
|
Siliconware
Precision Industries Co., Ltd.
|
Iris Wu,
Manager
|
Bryan Chiang,
Spokesperson
|
irissh_wu@aseglobal.com
|
Spokesperson@spil.com.tw
|
Tel:
+886.2.6636.5678
|
Tel:
+886.4.2554.5527#3676
|
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content:http://www.prnewswire.com/news-releases/ase-and-spil-received-all-antitrust-approvals-for-their-combination-and-the-establishment-of-ase-industrial-holding-co-ltd-300561496.html
SOURCE Advanced Semiconductor Engineering, Inc.