TAICHUNG /PRNewswire/ — Siliconware Precision Industries Co.,
Ltd. (“SPIL” or the “Company”) (Taiwan Stock Exchange:
2325.TT, NASDAQ:SPIL) held both a Review Committee meeting and a
Board of Directors meeting today in accordance with the Regulations
Governing Public Tender Offers for Securities of Public Companies
to discuss and review the tender offer by Advanced Semiconductor
Engineering, Inc. (“ASE”) (TaiwanStock Exchange:
2311.TT, NASDAQ:ASX) to purchase the Company’s common shares and/or
American depositary receipts (“ADRs”).
The conclusions
of the Review Committee and the Board of Directors are consistent.
They both recommend shareholders not to tender their shares and/or
ADRs. The reasons are as followings:
1. ASE proposed
to offer NTD 45 cash per common share (US dollar equivalent of
NTD 225 cash per ADR (each representing 5 of the Company’s
common shares), collectively the “Proposed Cash Considerations”) to
acquire the common shares and ADRs of the Company, with a maximum
number of 779,000,000 shares (including common shares represented
by ADRs) and a minimum number of 155,818,056 shares (not including
common shares represented by ADRs). If using the average
closing price of NTD 44.87 within the last 90 trading days
prior toAugust
21, 2015 as the calculation basis, the tender offer
price premium is only 0.29%. Considering the Company’s operations,
market price
of shares, earning per share, book value per share,
future development, distributed earnings in recent years and an
independent expert’s opinion to the reasonableness of the tender
offer price, the reasonableness of the tender offer price is
questionable.
2. The Company
has retained J.P. Morgan Chase Bank, N.A., Taipei Branch
(“J.P. Morgan Taipei“) as its exclusive financial advisor in connection
with the Tender Offer and to render an opinion by J.P.
Morgan Taipeior its affiliate to the Company as to whether the
Proposed Cash Considerations are adequate, from a financial point
of view, to the holders of the Company’s common shares and the
Company’s ADSs, respectively. The Company has received a copy of
such opinion from JPMorgan Securities (Asia Pacific) Limited,
an affiliate of J.P. Morgan Taipei, to the effect
that, as of the date of the opinion and subject to the limitations
and other matters stated therein, such Proposed Cash
Considerations are inadequate, from a financial point of view, to
the holders of the Company’s common shares and the Company’s
ADSs.
3. Pursuant to an
opinion provided by the certified public accountant Fu-Jie Hsu from
Ding Shuo Certified Accountants, the reasonable transaction price
range is from NTD 48.91 to NTD 60.58 per common share, equivalent
to a reasonable transaction price range of NTD 244.55 to NT 302.90
per ADR. ASE’s tender offer price is NTD 45 (US dollar equivalent
of NTD 225 cash per ADR (each representing 5 of the Company’s
common shares)), which is below the reasonable transaction price
range suggested by the certified public accountant. As such, the
tender offer price offered by ASE is not reasonably adequate.
4. ASE has stated
in relevant announcements and filing documents that the current
public tender offer is purely a financial investment and that it
has no plans to interfere with the business operations of the
Company. However, ASE has also stated publicly that, facing intense
global competition and the accelerating trend towards consolidation
in the semiconductor industry, the purpose of the public tender
offer for SPIL’s shares is to seek to build a foundation and
opportunity for cooperation between ASE and SPIL. These two
statements of ASE are contradictory. The Review Committee and the
Board of Directors are not able to understand the real
purpose of ASE’s public tender offer and is concerned that ASE’s
actions will not be beneficial to the interests of the Company and
its shareholders.
5. The Company
constantly has cooperation opportunities with other companies and
is open to strategic partnerships with others. However, when
cooperating with others, the Company has always held discussions
with its partners in advance in order to find a consensus and
achieve the goal of mutual benefit. ASE did not communicate with
the Company prior to its tender offer, which has resulted in the
Company being caught unaware. Such raid on a fellow industry
competitor by taking advantage of the recent volatility in the
domestic securities markets is a rare seen approach among domestic
corporations and differs from the Company’s enterprise culture.
Moreover, the purpose behind ASE’s tender offer is contradictory
and unclear, and the contents of its tender offer prospectus is
also quite vague and general, which leaves issues such as the
competitive relationship between the Company and ASE, client
relationships, or impacts the Company’s
business and employment arrangements withgreat uncertainty.
In sum of the
above, with respect to the fairness and reasonableness of the
conditions and pricing of this public tender offer, besides the
fact that the tender offer price is low and may not be fair and
reasonable to the shareholders of the Company, the Review Committee
and the Board of Directors also continue to have certain concerns
with the public tender offer after discussing the relevant issues.
As such, the Company recommends all shareholders of the Company to
refrain from entertaining the offer to participate in this public
tender offer. The Company would like to call upon all shareholders
to take the above reasons into due consideration and assess
prudently whether to participate in this tender offer together with
its relevant risks so as to maintain their rights and
interests.
Contact:
Janet Chen, IR Director
Siliconware Precision Industries Co.,
Ltd.
[email protected]
No.45, Jieh Show
Rd.
+886-3-5795678#3675
Hsinchu Science
Park, Hsinchu
Byron Chiang,
Spokesperson
Taiwan,
30056
[email protected]
www.spil.com.tw
+886-3-5795678#3671