Advanced Semiconductor plans to commence on December 29, 2015 concurrent tender offers in China and in the U.S. for shares of Siliconware Precision Industries at a price of NT$55 per common share and NT$275 per ADS, respectively.
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ASE plans to acquire an estimated maximum number of 770,000,000 common shares of SPIL (including common shares represented by ADSs), equivalent to approximately 24.71% of the issued and outstanding common shares of SPIL.
The China offer will commence at 9:00 a.m., Taiwan time, on December 29, 2015 and expire at 3:30 p.m., Taiwan time, on February 16, 2016. The U.S. offer will commence at 12:00 a.m., New York City time, on December 29, 2015 and expire at 1:30 a.m., New York City time, on February 16, 2016.
"On October 1, 2015, ASE acquired 24.99% equity interest in SPIL through tender offers for a consideration of NT$35.2 billion to establish the basis and opportunity for exploration of possible avenues of cooperation between the two companies.
"However, after ASE acquired its 24.99% equity interest in SPIL, SPIL's management has acted with animosity towards ASE and continuously disregarded ASE's proposals to engage in discussions on potential cooperation, and has taken various actions that are ill-advised from a corporate governance perspective.
"For example, SPIL commenced baseless litigation alleging that ASE does not have the right to be recorded in SPIL's shareholder register for the shares ASE lawfully acquired and paid for on October 1, 2015; and on December 11, 2015, SPIL announced yet another defensive measure under which SPIL would issue a large number of new shares to a third party through private placement, another highly dilutive transaction which brings no cash value to SPIL shareholders.
"ASE believes that the Third Party Deal is not in the best interests of SPIL shareholders. In order to protect its investment in SPIL, ASE submitted a proposal to SPIL's board of directors (the "SPIL Board") on December 14, 2015 to acquire 100% of SPIL's shares for NT$55 per common share in cash.
"However, ASE understands that the SPIL Board has not responded by December 21, 2015. ASE believes that at its existing ownership level, it will continue to face similar defensive measures from SPIL thereby eliminating any realistic possibility of a cooperative dialogue between the parties, and that this inherently unstable situation will have an adverse effect on the interests of ASE's and SPIL's shareholders.
"As a result, in order to protect ASE's investment in SPIL, ASE plans to launch this Tender Offer for the purpose of increasing its shareholding in SPIL to approximately 49.71%." ■