Ase To Commence Roc And U.s.

ASE to Commence ROC and U.S. Tender Offers for Common Shares and... -- TAIPEI, Taiwan, Dec. 22, 2015 /PRNewswire/ --
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 (the "Third Party Deal"), 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% spin go mop reviews of SPIL's shares for NT$55 per common share in cash. However, ASE understands spin mop reviews india 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%. Furthermore, subject to the conditions that (1) SPIL shareholders, at the extraordinary general meeting to be held on January 28, 2016 (the "EGM"), do not approve the proposals required for the Third Party Deal (the "amendments to the Articles of Association proposal" and "the proposals to commence a private placement") or (2) the SPIL Board terminates the Third Party Deal in accordance with its terms or applicable laws before January 28, 2016 and revokes its resolution for convening the EGM for the shareholders to vote on the "amendments to the Articles of Association proposal" and "the proposals to commence a private placement," ASE intends to ultimately seek to acquire 100% of the common shares and ADSs of SPIL by seeking to discharge the SPIL Board at one or more shareholders' meetings or await the expiration of the current Board's term, and elect new nominees to the SPIL Board; if after such election, one half or more of the SPIL Board is composed of candidates nominated or designated by ASE, ASE intends to, in accordance with the Taiwan Mergers and Acquisitions Act, cause the SPIL Board to resolve in favor of a share exchange proposal (the "100% Acquisition") between ASE and SPIL, pursuant to which ASE shall pay all SPIL's shareholders a consideration of NT$55 per share (or NT$275 per ADS) and acquire 100% of the outstanding equity interest of SPIL not already owned by ASE. (Actual consideration will be subject to adjustment if SPIL issues shares or cash dividends and will also be adjusted in accordance with applicable laws, including Article 26 of the Principles on Acquisition and Disposition of Assets for Public Companies.) The consummation of the 100% Acquisition will require resolutions by ASE and SPIL in favor of a statutory share exchange under Taiwan law at their respective board and shareholders' meetings, and be subject to receipt of all requisite competition, antitrust or other government approvals in Taiwan or other jurisdictions.

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