Advanced Semiconductor Engineering Inc (ASE, 日月光半導體) yesterday clinched its acquisition of Siliconware Precision Industries Co (SPIL, 矽品精密) in an usual way, as SPIL agreed to a proposal to become a subsidiary of a new industrial holding company to be owned by ASE.
The announcement ends a nine-month ownership fight, as SPIL management has resisted a series of what it termed hostile takeover bids by ASE, the world’s biggest chip tester and packager.
SPIL officials yesterday signed a joint share-exchange memorandum of understanding (MOU) with their ASE counterparts to push for the creation of the holding company.
Photo: CNA
The signing came just one day after ASE issued a statement to say the two firms were in talks to create a joint venture holding company.
Based on the memorandum, SPIL is to sell all of its shares to the holding company at NT$55 per share, while ASE shareholders will be able to swap each of their ASE shares for 0.5 shares in the holding company.
ASE is to hold almost all shares of the new entity, which will only have 3.9 billion capital shares, half of ASE’s 7.8 billion shares.
The holding company is to own 100 percent equity interests in ASE and SPIL, while both existing firms will retain their legal entities.
However, the two companies are to be delisted from the Taiwan Stock Exchange, and the new holding company will debut its shares on the exchange and on Wall Street, the statement said.
“We believe the integration will generate more strength for us to expand our market share. I believe this is the main reason SPIL agreed to collaborate with ASE,” ASE chairman Jason Chang (張虔生) told a news conference in Taipei.
Chang said ASE and SPIL have a combined 15 percent global share and there is ample room for them to expand shares to 30 or even 40 percent in the wake of industrial integration.
SPIL chairman Bough Lin (林文伯), who had opposed ASE’s bids since August last year, said the proposal to allow SPIL to maintain its independent operation was the key factor behind his U-turn.
As ASE and SPIL are to operate independently under the new venture, Lin said he believes this would reduce customers’ concerns as much as possible and would have long-term positive spin-offs for both companies.
Although SPIL’s shareholders will not hold any stake in the holding company, ASE invited Lin and SPIL president president Tsai Chi-wen (蔡祺文) to be board directors of the new holding company.
Based on the MOU, ASE and SPIL are each to retain their respective management teams and employees, while their organizational structures, compensation, benefits and personnel regulations are to remain unchanged.
However, the memorandum needs approval from each firm’s shareholders, as well as from regulatory agencies around the world.
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