TAICHUNG, Aug. 28, 2015
/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") (Taiwan Stock 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 to August 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 Taipei
or 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 with great
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.
|
janet@spil.com.tw
|
No.45, Jieh Show
Rd.
|
+886-3-5795678#3675
|
Hsinchu Science Park,
Hsinchu
|
Byron Chiang,
Spokesperson
|
Taiwan,
30056
|
byronc@spil.com.tw
|
www.spil.com.tw
|
+886-3-5795678#3671
|
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SOURCE Siliconware Precision Industries Co., Ltd.