NASDAQ Comp.
03.04.2007 09:01:00
|
Singapore Technologies Semiconductors' Reminder to Stats ChipPAC Shareholders of Its Cash Offer
Temasek Holdings (Private) Limited’s ("Temasek”)
wholly-owned subsidiary, Singapore Technologies Semiconductors Pte Ltd ("STSPL”),
today mailed an announcement to shareholders of STATS ChipPAC Ltd. ("STATS
ChipPAC,” SGX-ST: STATSChP, Nasdaq: STTS)
regarding the voluntary conditional cash offer (the "Offer”)
for the remaining shares of STATS ChipPAC that STSPL does not already
own, including shares represented by American Depositary Shares ("ADSs”).
The Offer Price is S$1.75 in cash for each share and S$17.501
in cash for each ADS. The Offer is conditioned upon, among other
matters, STSPL receiving valid acceptances of such number of shares and
ADSs which, together with all other shares (including shares represented
by ADSs) owned, controlled or agreed to be acquired before or during the
Offer by or on behalf of STSPL and its concert parties, would result in
STSPL and its concert parties holding such number of shares (including
shares represented by ADSs) carrying more than 50% of the total
outstanding shares (including shares represented by ADSs) of STATS
ChipPAC as of the final closing date of the Offer.
If shares and ADSs tendered into the Offer result in STSPL owning at
least 90 per cent of the outstanding shares in STATS ChipPAC (other than
those owned by STSPL, its related corporations and their nominees as at
the commencement of the Offer), STSPL will offer a Higher Offer Price of
S$1.88 per share or S$18.802 per ADS to all
shareholders who accept the Offer, regardless of when their shares are
tendered.
The premiums of the Offer Price and the Higher Offer Price in respect of
the shares to the average closing prices of the shares ("Average
Closing Share Prices”) for varying periods
prior to the date of the announcement of the Offer on 1 March 2007 (the "Offer
Announcement Date”) are as follows3:
Period Average Closing Share Price (S$) Premium of Offer Price of S$1.75 per share to Average Closing Share Price4 Premium of Higher Offer Price of S$1.88 per share to Average Closing Share Price4
1 market day prior to the Offer Announcement Date
1.48
18.2%
27.0%
3 months prior to the Offer Announcement Date
1.25
40.5%
51.0%
6 months prior to the Offer Announcement Date
1.13
55.1%
66.6%
The Independent Committee consisting of the independent directors of
STATS ChipPAC has released its recommendation on the Offer. This is
contained in the circular to shareholders of STATS ChipPAC dated 30
March 2007 (the "Offeree Circular”).
The advice of the financial adviser to the Independent Committee of
STATS ChipPAC is also set out in the Offeree Circular which is available
on the websites of the Singapore Exchange Securities Trading Limited at www.sgx.com
and the U.S. Securities and Exchange Commission at www.sec.gov.
STATS ChipPAC shareholders are advised to read the Offeree Circular.
STATS ChipPAC shareholders are reminded that the Offer will expire at
3:30 PM Singapore time, 3:30 AM New York time, on Friday, 13 April 2007,
unless the Offer is extended. As a practical matter, acceptances of ADSs
will have to be received by the Tender Agent in New York by the close of
business on Thursday, 12 April 2007.
Additional Information About the Offer
The Offer includes an offer by STSPL for STATS ChipPAC's outstanding
US$115,000,000 Convertible Notes due 2008 and US$150,000,000 2.50%
Convertible Subordinated Notes due 2008 (the "Convertible
Notes”). The offer for the Convertible Notes
is conditioned on the Offer for the shares and ADSs being declared
unconditional in all respects.
The terms and conditions of the Offer are set out in the Offer to
Purchase and other materials filed by STSPL with SGX-ST and the
Securities and Exchange Commission ("SEC”)
on 16 March 2007 and are available on SGX-ST’s
website at www.sgx.com and at the SEC’s
website at www.sec.gov.
1 For the purpose of illustration only, S$17.50
for each ADS is equivalent to US$11.46 for each ADS, based on a SGD/USD
exchange rate of 1.5265:1 at the close of the New York market on March
12, 2007.
2 For the purpose of illustration only, S$18.80
for each ADS is equivalent to US$12.32 for each ADS, based on a SGD/USD
exchange rate of 1.5265:1 at the close of the New York market on March
12, 2007.
3 The figures set out in the table are based on
data extracted from Bloomberg on the Offer Announcement Date.
4 Rounded to one decimal place.
About Temasek Holdings (Private) Limited
Incorporated in 1974, Temasek Holdings is an Asia investment firm
headquartered in Singapore. Supported by affiliates and offices around
Asia, it manages a diversified S$129 billion (about US$80 billion)
portfolio, concentrated principally in Singapore, Asia and the OECD
economies. The Temasek portfolio spans various industries including
telecommunications & media, financial services, real estate,
transportation & logistics, energy & resources, infrastructure,
engineering & technology as well as bioscience & healthcare. Temasek’s
total shareholder return since inception in 1974 has been 18 percent
compounded annually. It has a corporate credit rating of AAA/Aaa by
rating agencies Standard & Poor's and Moody's respectively. For further
information on Temasek please visit www.temasekholdings.com.sg.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. is a service provider of semiconductor packaging
design, assembly, testing and distribution solutions. STATS ChipPAC is
headquartered in Singapore and has manufacturing facilities located in
Singapore, South Korea, China, Malaysia and Taiwan and test
pre-production facilities in the United States.
This news release does not constitute an offer to purchase any
securities. The Offer is being made only pursuant to an Offer to
Purchase and related acceptance forms, to all holders of ordinary
shares, ADSs and the specified convertible notes of STATS ChipPAC,
subject to compliance with applicable laws. Holders of ordinary shares,
ADSs and convertible notes of STATS ChipPAC are advised to read all
documents relating to the Offer that are filed with SGX-ST and the SEC,
because they contain important information. Copies of the Offer to
Purchase and other documents relating to the Offer are available on the
website of SGX-ST at www.sgx.com, on
the website of the SEC at www.sec.gov,
from The Central Depository (Pte) Limited, 4 Shenton Way #02-01 SGX
Centre 2 Singapore 068807, at +65 6535-7511 (for holders of ordinary
shares held through CDP), from M&C Services Private Limited, 138
Robinson Road #17-00 The Corporate Office Singapore 068906, at +65
6227-6660 (for holders of ordinary shares held in scrip form) or from
the information agent, MacKenzie Partners, Inc., 105 Madison Avenue New
York, NY 10016 United States of America, at +1 800 322-2885 (for holders
of ADSs and Convertible Notes). Questions or requests for assistance may
be directed to the financial adviser, Goldman Sachs (Singapore) Pte., at
1800 889-2638 (within Singapore) or +65 6889-2638 (from overseas), or to
the information agent. The directors of Singapore Technologies Semiconductors Pte Ltd
(including any who may have delegated detailed supervision of this news
release) have taken all reasonable care to ensure that the facts stated
and all opinions expressed in this news release are fair and accurate
and that no material facts have been omitted from this news release, and
they jointly and severally accept responsibility accordingly. Where any
information has been extracted or reproduced from published or publicly
available sources (including, without limitation, in relation to STATS
ChipPAC), the sole responsibility of the directors of Singapore
Technologies Semiconductors Pte Ltd has been to ensure through
reasonable enquiries that such information is accurately extracted from
such sources or as the case may be, reflected or reproduced in this news
release. For queries from ordinary shareholders, please contact:
Goldman Sachs (Singapore) Pte
Tel: 1800 889-2638 (within Singapore) or +65 6889-2638 (from overseas)
For queries from U.S. holders of ADSs and convertible notes, please
contact:
MacKenzie Partners, Inc.
Tel: +1 800 322-2885 SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD
(Co. Reg No.: 199503003D)
Der finanzen.at Ratgeber für Aktien!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
Wenn Sie mehr über das Thema Aktien erfahren wollen, finden Sie in unserem Ratgeber viele interessante Artikel dazu!
Jetzt informieren!
JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.