SMIC Settles All Pending Lawsuits with TSMC: Anticipates No Disruption to Customers
November 10 2009 - 3:30AM
PR Newswire (US)
SHANGHAI, China, Nov. 10 /PRNewswire-Asia/ -- Semiconductor
Manufacturing International Corporation (the "Company" or "SMIC")
today announced that it entered into a settlement agreement with
Taiwan Semiconductor Manufacturing Company, Ltd. (the "Acquiror" or
"TSMC") to resolve all pending lawsuits between the parties,
including the legal action filed by TSMC in California (the
"California Case") for which a verdict was returned by the jury
against SMIC on 4 November 2009 and the legal action filed by SMIC
in Beijing (the "Beijing Case"). SETTLEMENT AGREEMENT SMIC and TSMC
have entered into a settlement agreement on 9 November 2009 to
settle and dismiss the California Case, including all claims and
defenses of SMIC yet to be decided in that case and SMIC's appeal
in the Beijing Case, thus concluding all pending court litigation
between the parties. Key provisions of this settlement include: (a)
mutual release of all claims that were or could have been brought
in the pending lawsuits; (b) termination of SMIC's obligation to
make remaining payments under the prior settlement agreement
between the parties (approximately US$40 million); (c) payment to
TSMC of an aggregate of US$200 million (with US$15 million paid
upon execution, funded from SMIC's existing cash balances, and the
remainder to be paid in installments over a period of four years -
US$15 million payable by 31 December, 2009, US$80 million payable
by 31 December, 2010, US$30 million payable by 31 December, 2011,
US$30 million payable by 31 December, 2012 and US$30 million
payable by 31 December, 2013); (d) grant to TSMC of 1,789,493,218
shares of SMIC (representing approximately 8% of SMIC's issued
share capital as of October 31, 2009) and a warrant (exercisable
within three years of issuance) to subscribe for 695,914,030 shares
of SMIC, subject to adjustment, at a purchase price of HK$1.30 per
share (which would allow TSMC to obtain total ownership of
approximately 10% of SMIC's issued share capital after giving
effect to the share issuances), subject to receipt of required
government and regulatory approvals; and (e) certain remedies in
the event of breach of this settlement. In connection with its
acquisition of the securities, TSMC has agreed to certain
standstill, voting, and transfer restrictions for so long as they
own any of the securities. TSMC will not be granted representation
on SMIC's Board of Directors, will vote its shares in favor of the
actions (including recommended Directors) recommended by SMIC's
Board (except as to certain change in control transactions), and
will not be involved in the day-to-day operations of SMIC. TSMC is
welcomed as a new shareholder. SMIC will have no continuing payment
obligations to TSMC other than those under this settlement
agreement, and SMIC may continue to use the trade secrets and
technology disputed in the California Case, subject to
confidentiality restrictions, under a covenant not to sue. SMIC
anticipates no disruption in its wafer foundry service to its
customers, or in its independent management of the company as a
result of the settlement. SMIC believes this settlement is a
win-win for the parties, resolving uncertainty for their employees,
mutual customers, and other stakeholders. With new certainty,
opportunity, and synergy for our customers and management, SMIC
looks forward to improving shareholder value. About SMIC
Semiconductor Manufacturing International Corporation ("SMIC";
NYSE: SMI; SEHK: 981) is one of the leading semiconductor foundries
in the world and the largest and most advanced foundry in Mainland
China, providing integrated circuit (IC) foundry and technology
services at 0.35um to 45nm. Headquartered in Shanghai, China, SMIC
has a 300mm wafer fabrication facility (fab) and three 200mm wafer
fabs in its Shanghai mega-fab, two 300mm wafer fabs in its Beijing
mega-fab, a 200mm wafer fab in Tianjin, a 200mm fab under
construction in Shenzhen, and an in-house assembly and testing
facility in Chengdu. SMIC also has customer service and marketing
offices in the U.S., Europe, and Japan, and a representative office
in Hong Kong. In addition, SMIC manages and operates a 200mm wafer
fab in Chengdu owned by Cension Semiconductor Manufacturing
Corporation and a 300mm wafer fab in Wuhan owned by Wuhan Xinxin
Semiconductor Manufacturing Corporation. For more information,
please visit http://www.smics.com/ . SAFE HARBOUR STATEMENTS (Under
the Private Securities Litigation Reform Act of 1995) This press
release contains, in addition to historical information,
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the U.S. Private Securities Litigation Reform
Act of 1995. These forward-looking statements, including statements
regarding the new the expected benefits of the settlement are based
on SMIC's current assumptions, expectations and projections about
future events. SMIC uses words like "believe," "anticipate,"
"intend," "estimate," "expect," "project" and similar expressions
to identify forward-looking statements, although not all forward-
looking statements contain these words. These forward-looking
statements involve significant risks, both known and unknown,
uncertainties and other factors that may cause SMIC's actual
performance, financial condition or results of operations to be
materially different from those suggested by the forward-looking
statements, including among others risks associated with the
current global financial crisis, orders or judgments from pending
litigation and financial stability in end markets. Investors should
consider the information contained in SMIC's filings with the U.S.
Securities and Exchange Commission (SEC), including its Annual
Report on Form 20-F filed with the SEC on June 22, 2009, especially
in the "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" sections, and such
other documents that SMIC may file with the SEC or SEHK from time
to time, including on Form 6-K. Other unknown or unpredictable
factors also could have material adverse effects on SMIC's future
results, performance or achievements. In light of these risks,
uncertainties, assumptions and factors, the forward-looking events
discussed in this press release may not occur. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as
of the date of this press release. Except as may be required by
law, SMIC undertakes no obligation and does not intend to update
any forward-looking statement, whether as a result of new
information, future events or otherwise. For more information,
please contact: SMIC MEDIA CONTACTS For International Media:
Matthew Szymanski Tel: +86-21-3861-0000 x16100 Email: For Chinese
Media: Joseph Xie Tel: +86-21-3861-0000 x16102 Email: DATASOURCE:
Semiconductor Manufacturing International Corporation CONTACT: For
International Media: Matthew Szymanski, +86-21-3861-0000 x16100, or
; for Chinese Media:, Joseph Xie, +86- 21-3861-0000 x16102, or Web
Site: http://www.smics.com/
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