Series Common Codes/ Earliest Reference Fixed
of CUSIPs/ISINs Redemption Security Spread
Existing Price (in
Notes basis
points)
$150 022422669, $1,000 per 3.875% 50
million 022422642, $1,000 U.S.
of 7.5% 022457241/ principal Treasury
Senior 85771TAD6, amount Note due
Notes 85771TAE4, July 15,
due Y8162BAB1/ 2010
2010 US85771TAD63,
USY8162BAB19,
US85771TAE47
$215 020574089, $1,033.75 4.75% 50
million 020563532 per $1,000 U.S.
of 021811157/ principal Treasury
6.75% 85771TAA2 amount Note due
Senior 85771TAC8, November
Notes Y8162BAA3/ 15, 2008
due US85771TAA25,
2011 USY8162BAA36,
US85771TAC80
A. B. C.
Total Consent Tender
Consideration Payment Consideration
Existing Note $30 per Total
cashflow $1,000 Consideration
discounted at principal minus Consent
the yield on amount Payment
the applicable (A-B=C)
Reference
Security plus
the Fixed
Spread
$30 per
$1,000
principal
amount
The Company has the option to settle Existing Notes validly tendered at or
prior to the Consent Deadline on an early settlement date. If the Company
chooses to exercise this option, it will make an announcement of this early
settlement date.
The tender offer and consent solicitation in respect of each series of
Existing Notes is conditional upon, among others, (1) the Company obtaining
adequate debt financing to fund the tender offer and consent solicitation
and the proposed cash distribution on terms and conditions acceptable to it
and (2) the receipt of the consents from holders of a majority in aggregate
principal amount of the outstanding Existing Notes to amend the respective
indentures governing the Existing Notes. As described above, the Company
intends to fund the tender offer and consent solicitation with a portion of
the net proceeds from the private placement of the New Notes together with
borrowings under the Term Loan.
The tender offer and consent solicitation in respect of one series of
Existing Notes is not conditional upon the tender offer and consent
solicitation in respect of the other series of Existing Notes. The terms
and conditions of the tender offer and consent solicitation, including the
Company's obligation to accept and pay the applicable Total Consideration
or the applicable Tender Consideration, as the case may be, for Existing
Notes tendered, are set forth in the Company's Offer to Purchase and
Consent Solicitation Statement dated June 20, 2008 (the "Offer to
Purchase"). The Company may amend, extend or terminate the tender offer and
consent solicitation at any time.
The Company has appointed Credit Suisse and Deutsche Bank as the Dealer
Managers and Lucid Issuer Services Limited as the Tender and Information
Agent for the tender offer and consent solicitation. Requests for documents
may be directed to the Tender and Information Agent: Yves Theis or Sunjeeve
Patel, Tel: +44 20 7704 0880, Fax: +44 20 7067 9098,
statschippac@lucid-is.com. Any questions or requests for assistance
regarding the tender offer and consent solicitation may be directed to the
Dealer Managers:
Credit Suisse Securities (Europe) Limited Liability Management Group Tel: + 44 20 7883 6748 (London) Credit Suisse (Hong Kong) Limited Telephone: +852 2101 6000 (Hong Kong) E-mail: liability.management@credit-suisse.com Deutsche Bank AG, London Branch Liability Management Group Tel: + 44 20 7545 8011 (London) Deutsche Bank AG, Singapore Branch Tel: +65 6423 5342 (Singapore) E-mail: liability.management@db.comNo Offering of New Notes and No Offer to Purchase Existing Notes This release does not constitute an offer of any securities for sale in the United States. The New Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements. This release also does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Existing Notes. The tender offer and consent solicitation are being made solely pursuant to the Offer to Purchase and related materials. Holders of the Existing Notes should read the Offer to Purchase and related materials carefully prior to making any decision with respect to the tender offer and consent solicitation because they contain important information. Holders of the Existing Notes and investors may obtain a free copy of the Offer to Purchase from the Tender and Information Agent or either of the Dealer Managers specified above. Italian residents or persons located in the Republic of Italy may not tender Existing Notes and any offers to sell received from such persons shall be ineffective and void. Neither this release nor any other offering material relating to the tender offer and consent solicitation may be distributed or made available in the Republic of Italy. Forward-looking Statements Certain statements in this release, including statements regarding the proposed capital reduction and cash distribution, the terms of the debt financing, the expected approval in-principle from the SGX-ST for the listing and quotation of the New Notes, the completion of the private placement and the New Credit Facilities, and the tender offer and consent solicitation, are forward-looking statements that involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described in this release. Factors that could cause actual results to differ include, but are not limited to, general business and economic conditions and the state of the semiconductor industry; level of competition; demand for end-use applications products such as communications equipment and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; our reliance on a small group of principal customers; our continued success in technological innovations; pricing pressures, including declines in average selling prices; availability of financing; prevailing market conditions; our ability to meet the applicable requirements for the termination of registration under the Securities Exchange Act of 1934, as amended; our ability to meet specific conditions imposed for the continued listing or delisting of our ordinary shares on the SGX-ST; our substantial level of indebtedness; potential impairment charges; delays in acquiring or installing new equipment; adverse tax and other financial consequences if the South Korean taxing authorities do not agree with our interpretation of the applicable tax laws; our ability to develop and protect our intellectual property; rescheduling or canceling of customer orders; changes in our product mix; intellectual property rights disputes and litigation; our capacity utilization; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; changes in customer order patterns; shortages in supply of key components; disruption of our operations; loss of key management or other personnel; defects or malfunctions in our testing equipment or packages; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; majority ownership by Temasek Holdings (Private) Limited ("Temasek") that may result in conflicting interests with Temasek and our affiliates; unsuccessful acquisitions and investments in other companies and businesses; labor union problems in South Korea; uncertainties of conducting business in China and other countries in Asia; natural calamities and disasters, including outbreaks of epidemics and communicable diseases; and other risks described from time to time in the Company's filings with the Securities and Exchange Commission, including its annual report on Form 20-F dated March 7, 2008. We do not intend, and do not assume any obligation to update any forward-looking statements to reflect subsequent events or circumstances. References to "$" are to the lawful currency of the United States of America. Disclaimer This release has been issued by and is the sole responsibility of the Company. In accordance with normal practice, Credit Suisse and Deutsche Bank express no opinion on the merits of the debt financing or the tender offer, nor do they accept any responsibility for the accuracy or completeness of this release or any other document prepared in connection with the debt financing or the tender offer. About STATS ChipPAC Ltd. STATS ChipPAC Ltd. is a leading service provider of semiconductor packaging design, assembly, test and distribution solutions in diverse end market applications including communications, digital consumer and computing. With global headquarters in Singapore, STATS ChipPAC has design, research and development, manufacturing or customer support offices in 10 different countries. STATS ChipPAC is listed on the Singapore Exchange Securities Trading Limited ("SGX-ST"). Further information is available at www.statschippac.com. Information contained in this website does not constitute a part of this release.
Contact Information: Investor Relations Contact: Tham Kah Locke Vice President of Corporate Finance Tel: (65) 6824 7788, Fax: (65) 6720 7826 email: Media Contact: Lisa Lavin Deputy Director of Corporate Communications Tel: (208) 939 3104, Fax: (208) 939 4817 email: