ASE And SPIL To Promote Plans For Establishment Of Holding Company

(RTTNews) - Advanced Semiconductor Engineering, Inc. (ASX) and Siliconware Precision Industries Co., Ltd. (SPIL) announced their boards have separately passed resolutions for the execution by ASE and SPIL of the "Joint Share Exchange Memorandum of Understanding" to promote plans for the establishment of a holding company. HoldCo will be jointly established by ASE and SPIL, and will be listed on the Taiwan Stock Exchange, while American depositary shares of HoldCo will be listed on the NYSE. Upon the completion of its establishment, HoldCo will simultaneously hold 100% equity interests in both ASE and SPIL.

The parties will execute a "Joint Share Exchange Agreement" on or before June 25, 2016. The Joint Share Exchange Memorandum of Understanding is not binding. The Joint Share Exchange will result in Holdco issuing new HoldCo shares as consideration in exchange for all of ASE's shares at the exchange ratio of 1 ASE common share in exchange for 0.5 HoldCo common shares and HoldCo paying NT$55 in cash per SPIL common share as consideration for all of SPIL's shares.