Siliconware Precision Industries Co (SPIL, 矽品精密) yesterday released its evaluation of rival chip tester and packager Advanced Semiconductor Engineering Inc’s (ASE, 日月光半導體) second tender offer, which is aimed at wholly acquiring the company.
SPIL said that ASE’s proposed acquisition at NT$55 per share falls short of reasonable estimates by third-party experts, urging its shareholders to exercise caution before making a decision about whether to participate in the tender offer in light of lingering uncertainties as anti-trust authorities have not approved the pending acquisition.
In a statement released after the close of the local stock market, SPIL said that accounting firm Ding Shuo Certified Public Accountants (鼎碩) valued its shares at between NT$56.33 and NT$68.6, while Diwan & Co (致遠) gauged the company’s shares at between NT$58.32 and NT$63.44.
The accountants’ appraisals are based on SPIL’s current operating performance, along with metrics such as share price, earnings and book value per share, future prospects and earnings distribution, SPIL said in the statement.
“However, the tender offer price proposed by ASE of NT$55 per common share is lower than the reasonable transaction price ranges suggested by the independent experts, SPIL said.
ASE’s tender offer price is not reasonable,” the company said.
On Dec. 22, ASE launched a second tender offer to acquire an additional 24.7 percent stake in SPIL, hoping to acquire a maximum stake 770 million shares and a minimum 155.82 million shares.
As SPIL had earlier announced plans to offer 1.03 billion new common shares to Chinese firm Tsinghua Unigroup (清華紫光) through a private placement, ASE’s offer of NT$55 per share is not as attractive, as the premium offered by ASE is inadequate, SPIL added.
“Comparing the control rights and liquidity of the two offers, ASE should pay a higher premium and should reasonably offer a better price,” SPIL said.
SPIL said in the statement that as anti-trust authorities of different regions might not approve the acquisition at the same time, investors might run into complications when they sell their SPIL shares to ASE.
Regarding media reports suggesting that South Korean anti-trust authorities had cleared the deal, SPIL said that the company does not have a sizable presence in that nation terms of clients or production capacity.
“In view of ASE’s tender offer prospectus not disclosing whether ASE has completed a thorough evaluation, nor whether ASE has made filings with authorities in foreign countries and jurisdictions, ASE needs to provide more information in order to resolve such doubts,” the company said.
SPIL urged investors to monitor moves made by anti-trust authorities in the company’s major markets, and warned that there would be no guarantees against possible losses if the deal runs into regulatory hurdles.
SPIL shares increased 0.38 percent to NT$52.2 at the close of trading in Taipei yesterday. The TAIEX fell 1.73 percent.
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