Report of Foreign Issuer (6-k)
May 16 2017 - 9:20AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
May 16, 2017
Commission File Number 001-16125
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Advanced Semiconductor Engineering, Inc.
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( Exact name of Registrant as specified in its charter)
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26 Chin Third Road
Nantze Export Processing Zone
Kaoshiung, Taiwan
Republic of China
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(Address of principal executive offices)
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Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note
: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish
and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed
to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission
or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
If “Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
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Date: May 16, 2017
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By:
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/s/ Joseph Tung
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Name:
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Joseph Tung
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Title:
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Chief Financial Officer
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Advanced Semiconductor Engineering, Inc.
Below is the English version of our MOPS filings on May 16,
2017
Regulation: Published pursuant to Article 4 Paragraph 49 of
the Taiwan Stock Exchange’s Operating Procedures for the Publication of Material Information by Listed Companies
SEQ_NO: 1
Date of announcement: 2017/05/16
Time of announcement: 18:24:31
Subject: Receipt of an Official Confirmation from the U.S. Federal
Trade Commission to Close Investigation into the Merger between the Company and SPIL
Date of events: 2017/05/16
To which item it meets: paragraph 49
Statement:
1. Date of event: 2017/05/16
2. Company name: Advanced Semiconductor Engineering, Inc. (the
“Company” or “ASE”)
3. Relationship to the Company (please enter “head office”
or “subsidiaries”): Head office
4. Reciprocal shareholding ratios: N/A
5. Name of the reporting media: The Company and Siliconware
Precision Industries Co., Ltd. (“SPIL”) have entered into the Joint Share Exchange Agreement (the “Joint Share
Exchange Agreement”) on June 30. 2016, whereby ASE and SPIL will jointly establish ASE Industrial Holding Co., Ltd. (“HoldCo”)
by means of a statutory share exchange (the “Merger”). Pursuant to the Joint Share Exchange Agreement, the completion
of the Merger is subject to the approval, consent or clearance of the relevant national and regional antitrust law competent authorities
(including the Taiwan Fair Trade Commission, the US Federal Trade Commission and the Ministry of Commerce of the People’s
Republic of China), and the approval of share exchange by resolutions of ASE’s and SPIL’s shareholders, among other
conditions precedent.
6. Content of the report: N/A
7. Cause of occurrence:
The Company has received the approval letter
from the Taiwan Fair Trade Commission on November 18, 2016, clearing the Merger between the Company and SPIL. In addition, the
Company received an official confirmation letter from the US Federal Trade Commission yesterday evening, stating that the non-public
investigation procedure has been closed and now it appears that no further action is warranted by the US Federal Trade Commission
at this time. ASE and SPIL will continue to proceed the Merger in accordance with the Joint Share Exchange Agreement and relevant
laws and regulations.
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 (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.
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