TAIPEI, Taiwan, Nov. 18, 2016 /PRNewswire/ -- Advanced
Semiconductor Engineering, Inc. ( TWSE code: 2311, NYSE code: ASX;
"ASE") and Siliconware Precision Industries Co., Ltd. (TWSE code:
2325, NASDAQ code: SPIL; "SPIL") jointly announced today that on
November 16, 2016, the Taiwan Fair
Trade Commission (the "TFTC") resolved to give clearance to the
notification submitted by ASE on July 29,
2016, in respect of the merger participated by ASE and SPIL
as well as a new holding company established through share exchange
(the "Share Exchange") between the two companies based on the joint
share exchange agreement between ASE and SPIL dated June 30, 2016 (the "Joint Share Exchange").
ASE and SPIL respectfully agree with the TFTC's press release,
which indicates, among other things, that "the overall economic
benefits outweigh the disadvantages resulting from competition
restrictions from the Share Exchange", "most of the respondents
think the dual-brand independent operation model will reduce the
impacts of adjusting the price", "the Share Exchange has not caused
obvious restrictive effects on competition in the global
semiconductor packaging and testing market" and "the Share Exchange
will also stimulate the development of technology for related
industry supply chain." ASE and SPIL firmly believe the completion
of the Share Exchange will help improve their strategic position
and create new opportunities for the future development and
sustainable operations of the semiconductor industry, and will
allow both companies to provide customers with better-quality, more
efficient and wider -spectrum of packaging and testing
services.
According to the Joint Share Exchange Agreement, the Share
Exchange is subject to approval, consent or a decision not to
prohibit the transaction by the antitrust law enforcement
authorities of relevant countries or regions and approval by the
shareholders' meetings of each of ASE and SPIL. ASE and SPIL will
continue to obtain necessary approvals for the Share Exchange in
accordance with the Joint Share Exchange Agreement and relevant
laws and regulations.
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
ASE's or HoldCo's future results of operations and business
prospects. Although these forward-looking statements, which may
include statements regarding ASE's or HoldCo's (if established)
future results of operations, financial condition or business
prospects, are based on ASE's or HoldCo's (if established) 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 ASE or HoldCo (if established), are intended to identify these
forward-looking statements in this press release. 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. ASE cannot
promise 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
2015 Annual Report on Form 20-F filed on April 29, 2016.
This press release is not an offering of securities for sale
in any jurisdiction:
ASE may file a registration statement on Form F-4 with the U.S.
SEC in connection with the proposed Joint Share Exchange. The Form
F-4 (if filed) will contain a prospectus and other documents. The
Form F-4 (if filed) 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 (if filed), 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 (if filed), 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 (if
filed), 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.
Iris Wu,
Manager
irissh_wu@aseglobal.com
Tel:
+886.2.6636.5678
|
Siliconware
Precision Industries Co., Ltd.
Mike Ma,
Spokesperson
mikema@spil.com.tw
Tel:
+886.4.2554.5527
|
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SOURCE Advanced Semiconductor Engineering, Inc.