UNITED STATES--(Marketwire - November 9, 2007) - SINGAPORE -- 11/9/2007 -- STATS ChipPAC Ltd.
("STATS ChipPAC" or the "Company") (
NASDAQ:
STTS) (SGX-ST: STATSChP), a
leading independent semiconductor test and advanced packaging service
provider, today announced its intention to voluntarily delist its American
Depositary Shares ("ADSs") from the Nasdaq Global Select Market ("Nasdaq"),
terminate its American Depositary Receipts ("ADR") program with Citibank,
N.A., the depositary for the ADSs (the "Depositary"), and, if and when it
becomes eligible to do so, terminate the registration of its ordinary
shares and ADSs at the U.S. Securities and Exchange Commission ("SEC")
under the U.S. Securities Exchange Act of 1934, as amended ("Exchange
Act").
As disclosed in the Schedule 13D filed by Singapore Technologies
Semiconductors Pte Ltd ("STSPL") and Temasek Holdings (Private) Limited
("Temasek") with the SEC on October 16, 2007, STSPL may seek to cause the
Company to voluntarily delist from Nasdaq or the Singapore Exchange
Securities Trading Limited ("SGX-ST"), or both. STSPL may also seek to
cause the Company to deregister under the Exchange Act if it becomes
eligible to do so. STSPL and Temasek have been discussing with the Company
the possible delisting from Nasdaq and the SGX-ST, termination of the
Company's ADR program, and deregistration under the Exchange Act. STSPL, a
wholly owned subsidiary of Temasek, currently owns approximately 83.0% of
the ordinary shares (including ADSs) of the Company.
STSPL and Temasek also disclosed in their Schedule 13D filing that STSPL
intends to continue to seek to acquire additional ordinary shares and ADSs
through open market purchases, privately negotiated transactions or
otherwise, upon such terms and at such prices as STSPL shall determine.
Furthermore, in accordance with the continuing listing rules of the SGX-ST
(the "SGX-ST Listing Rules"), if STSPL submits a delisting proposal to the
Company to seek a voluntary delisting of the Company from the SGX-ST, STSPL
must offer all holders of outstanding ordinary shares (including ordinary
shares represented by ADSs, if any) and outstanding convertible bonds
issued by the Company a reasonable exit alternative ("Exit Offer"). The
Exit Offer customarily provided to shareholders in such circumstances would
be a cash offer to all shareholders to acquire their ordinary shares of the
Company. Any further purchases of ordinary shares and ADSs by STSPL or
making the Exit Offer may facilitate the Company's satisfaction of the
requirements for deregistration under the Exchange Act. STSPL and Temasek
disclosed in their Schedule 13D filing that STSPL intends to propose to the
Company to deregister under the Exchange Act if and when it becomes
eligible to do so. In anticipation of the foregoing (which are discussed
further below), the Company intends to voluntarily delist from Nasdaq,
terminate its ADR program, and if and when it becomes eligible to do so,
deregister under the Exchange Act.
Delisting from Nasdaq
The Company intends to file a notification of removal from listing on
Nasdaq on Form 25 with the SEC on or about December 21, 2007. The
withdrawal of the ADSs from listing on Nasdaq should be effective 10 days
after the filing of the notice on Form 25 with the SEC, unless the Form 25
is withdrawn by the Company prior to its effectiveness. Accordingly, the
Company expects that the last day of trading of its ADSs on Nasdaq will be
on or about December 31, 2007. The Company reserves the right to delay the
filing of the Form 25 or later withdraw the Form 25 filing for any reason
prior to its effectiveness.
The Company has not arranged (nor is it planning to arrange) for the
listing of the Company's securities on another U.S. securities exchange or
for quotation of the Company's securities on any other quotation medium in
the United States. Following the delisting of the Company's ADSs from
Nasdaq and the termination of the ADR program discussed further below, it
is possible that an unsponsored ADR program could be established, in which
case any such unsponsored ADSs would trade on the over-the-counter market.
The Company's ordinary shares will continue to trade on the SGX-ST, unless
the Company's listing on the SGX-ST is suspended or withdrawn as discussed
below.
Termination of ADR Program
Prior to delisting, ADS holders can elect to sell their ADSs on Nasdaq or
they are entitled, upon payment of ADS cancellation fees, to exchange their
ADSs with the Depositary for the underlying ordinary shares, subject to the
terms and conditions of the deposit agreement for the ADSs. Following the
delisting, ADS holders will still be entitled, for a period of time after
the termination of the ADR program and upon payment of ADS cancellation
fees, to exchange their ADSs for the underlying ordinary shares, subject to
the terms and conditions of the deposit agreement for the ADSs. The Deposit
Agreement provides that the period of time after termination of the ADR
program during which ADSs may be exchanged for the underlying ordinary
shares to be six months. The Company is in discussions with the Depositary
about amending the Deposit Agreement to shorten this period from six months
to two months. If the Deposit Agreement is so amended, a notification will
be sent to ADS holders setting forth the amendment and the amendment would
become effective after the expiration of 30 days after the notice to the
ADS holders. At the end of this period, any remaining ordinary shares
underlying the ADSs will be sold, the proceeds of sale will be held by the
Depositary and the ADSs will represent only the right to receive the cash
proceeds of sale of the underlying ordinary shares without interest
thereon. A notification will be sent to ADS holders setting forth the
termination of the ADR program in due course.
Intention to deregister from Exchange Act
The Company currently intends to terminate the registration of its ordinary
shares and ADSs and reporting obligations under the Exchange Act if and
when it becomes eligible to do so.
The chart below indicates the earliest time when the Company would be
eligible for deregistration under the alternative standards for
deregistration:
Standard Timing
-------- ------
If the average daily trading The Company must wait at least 12
volume ("ADTV") of ordinary months after the Company's Nasdaq
shares and ADSs during a recent delisting and termination of ADR
12-month period in the U.S. is no program.
greater than 5% of the ADTV on a
worldwide basis
At the time of deregistration, the
Company must also meet other
applicable conditions, including the
continuing listing on the SGX-ST as
the Company's primary trading
market for at least 12 months prior
to deregistration.
Less than 300 U.S. holders As soon as the number of U.S.
holders of the Company's ordinary
shares and ADSs falls below 300.
At the time of deregistration, the
Company must also meet other
applicable conditions, including the
continuing listing on the SGX-ST as
the Company's primary trading market
for at least 12 months prior to
deregistration.
Less than 300 holders worldwide As soon as the number of holders of
the Company's ordinary shares and
ADSs worldwide falls below 300.
A delisting from Nasdaq does not exempt the Company from its reporting
obligations under the Exchange Act. The Company must continue to satisfy
its reporting obligations under the Exchange Act, including continuing to
file its annual report on Form 20-F, as long as it remains registered under
the Exchange Act.
The Company is currently exempt from the SGX-ST Listing Rules on the basis
that it is listed on Nasdaq and subject to the reporting obligations under
the Exchange Act. The Company is seeking clarification, and is awaiting a
response, from the SGX-ST on whether the Company would become subject to
the SGX-ST Listing Rules when it becomes delisted from Nasdaq or if and
when it becomes deregistered and its U.S. reporting obligations are
terminated under the Exchange Act.
Rationale for Nasdaq Delisting and Deregistration
The Company's board of directors made the decision to delist from Nasdaq,
and deregister and terminate the Company's reporting obligations under the
Exchange Act based on the following:
-- Following the completion of STSPL's tender offer for all outstanding
ordinary shares, ADSs and convertible bonds issued by the Company in May
2007 and subsequent purchases by STSPL, STSPL became the owner of
approximately 83.0% of the issued ordinary shares of the Company and the
Company's ADS Nasdaq trading volume has declined significantly; and
-- Considering the declining trading volume of the Company's ADSs on
Nasdaq, the Company believes the costs associated with maintaining its
Nasdaq listing and continuing with its U.S. reporting obligations outweigh
the limited benefits of maintaining its Nasdaq listing and registration
under the Exchange Act.
Possible Suspension of or Withdrawal from Listing on SGX-ST
Delisting from Nasdaq will not affect the listing status of the Company's
ordinary shares on the SGX-ST. However, the SGX-ST may suspend the listing
of the Company's ordinary shares on the SGX-ST if STSPL, other substantial
shareholders (i.e., shareholders who have an interest in 5% or more of the
issued ordinary shares) and the Company's directors, together with their
respective associates (as defined in the SGX-ST Listing Rules), own in the
aggregate more than 90% of the issued ordinary shares. STSPL currently owns
approximately 83.0% of the issued ordinary shares of the Company. On May
17, 2007, the Company received notice that one other shareholder has voting
and dispositive control over 5.02% of the issued ordinary shares of the
Company and dispositive but non-voting control over an additional 1.84% of
the issued ordinary shares of the Company. Accordingly, further purchases
of ordinary shares and ADSs by STSPL, other substantial shareholders, the
Company's directors, or their respective associates may result in the
suspension of the listing of the Company's ordinary shares on the SGX-ST.
Furthermore, as discussed above, STSPL and Temasek may seek to cause the
Company to voluntarily delist from the SGX-ST, and have also discussed with
the Company the possibility of the Company voluntarily delisting from the
SGX-ST. However, as any delisting from the SGX-ST is subject to certain
conditions being satisfied, such as obtaining shareholders' approval as
discussed below and making an Exit Offer, there is no certainty as to
whether STSPL and Temasek will proceed to seek a delisting from the SGX-ST.
Furthermore, any voluntary delisting from the SGX-ST is subject to the
decision of the board of directors of the Company. The Company will make an
appropriate announcement in the event a decision is reached on whether or
not to seek a voluntary delisting from the SGX-ST.
Under the SGX-ST Listing Rules, the SGX-ST may agree, upon the Company's
application, to delist the Company if, subject to compliance with other
requirements under the SGX-ST Listing Rules, the proposal to delist is
approved at a general meeting by a majority of at least 75% of the ordinary
shares held by the shareholders present and voting on a poll, and the
proposal is not voted against by 10% or more of the ordinary shares held by
the shareholders present and voting on a poll. On a poll, each shareholder
has one vote for each share that the shareholder holds. Under the SGX-ST
Listing Rules, the Company's directors and the controlling shareholder of
the Company (namely, STSPL) may vote on the proposal to delist.
Delisting from the SGX-ST would mean that shareholders who continue to hold
the ordinary shares after such delisting would hold shares in an unlisted
company, and it is likely to be difficult for such shareholders to sell
their ordinary shares in the absence of a public market for the ordinary
shares. Furthermore, the Company after delisting would no longer be obliged
to comply with the SGX-ST Listing Rules, in particular the corporate
disclosure requirements applicable to listed companies, substantially
reducing the information required to be furnished by the Company to its
shareholders and to the SGX-ST.
Important Information
This communication does not constitute an offer to purchase, sell or
exchange or the solicitation of an offer to purchase, sell or exchange any
securities under the Exchange Act. The ordinary shares of the Company may
not be offered or sold in the United States except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
pursuant to a valid exemption from registration.
Forward-looking Statements
Certain statements in this release, including statements regarding the
Company's intention to withdraw the ADSs from listing on Nasdaq, amend and
terminate the ADR program, terminate the registration of its ordinary
shares and ADSs and reporting obligations under the Exchange Act, the
possible establishment of an unsponsored ADR program and trading of any
such unsponsored ADSs on the over-the-counter market, and the continued
trading and listing of the Company's ordinary shares on the SGX-ST, 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 from our expectations include, but are not limited to, the ability
to meet the applicable requirements for the termination of registration
under the Exchange Act, and the ability to meet specific conditions imposed
for the continued listing or delisting of the Company's securities on the
SGX-ST. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (
NASDAQ:
STTS)
(SGX-ST: STATSChP) is a leading service provider of semiconductor packaging
design, assembly, test and distribution solutions. A trusted partner and
supplier to leading semiconductor companies worldwide, STATS ChipPAC
provides fully integrated, multi-site, end-to-end packaging and testing
solutions that bring products to the market faster. Our customers are some
of the largest wafer foundries, integrated device manufacturers (IDMs) and
fabless companies in the United States, Europe and Asia. STATS ChipPAC is a
leader in mixed signal testing and advanced packaging technology for
semiconductors used in diverse end market applications including
communications, digital consumer and computing. With advanced process
technology capabilities and a global manufacturing presence spanning
Singapore, South Korea, China, Malaysia, Thailand and Taiwan, STATS ChipPAC
has a reputation for providing dependable, high quality test and packaging
solutions. The Company's customer support offices are centered in the
United States (California's Silicon Valley, Arizona, Texas, Massachusetts,
Colorado and North Carolina). Our offices outside the United States are
located in South Korea, Singapore, China, Malaysia, Thailand, Taiwan,
Japan, the Netherlands and United Kingdom. STATS ChipPAC's facilities
include those of its subsidiary, STATS ChipPAC Taiwan Semiconductor
Corporation (formerly known as Winstek Semiconductor Corporation), in
Hsinchu District, Taiwan. These facilities offer new product introduction
support, pre-production wafer sort, final test, packaging and other high
volume preparatory services. Together with our research and development
centers in South Korea, Singapore, Malaysia, China, Taiwan and the United
States as well as test facilities in the United States, this forms a global
network providing dedicated test engineering development and product
engineering support for customers from design to volume production. STATS
ChipPAC is listed on both the Nasdaq Stock Market (NASDAQ) and the
Singapore Exchange Securities Trading Limited (SGX-ST). In addition, STATS
ChipPAC is also included in the Morgan Stanley Capital International
(MSCI) Index. 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
Senior Marcom Manager
Tel: (208) 939 3104
Fax: (208) 939 4817
email: