SOURCE: STATS ChipPAC

STATS ChipPAC

October 13, 2015 09:19 ET

STATS ChipPAC Ltd. Announces Expiration and Final Results of Its Tender Offer for the Existing Notes

SINGAPORE -- 13 OCTOBER 2015, UNITED STATES--(Marketwired - Oct 13, 2015) - STATS ChipPAC Ltd. ("STATS ChipPAC" or the "Company") (SGX-ST: STATSChP) (SGX: S24), a leading semiconductor test and advanced packaging service provider, today announced the expiration and final results of the cash tender offer and consent solicitation in respect of its $200 million 5.375% Senior Notes due 2016 (the "2016 Notes") and $611.152 million 4.5% Senior Notes due 2018 (the "2018 Notes" and, together with the 2016 Notes, the "Existing Notes").

All capitalised terms used but not defined herein shall have the same meaning ascribed to them in the Company's Offer to Purchase and Consent Solicitation Statement dated September 4, 2015 (the "Offer to Purchase").

As of the Expiration Date, on Friday, October 9, 2015, at 5:00 p.m., New York City time, an aggregate principal amount of $152,596,000.00, representing 76.30%, of the 2016 Notes and an aggregate principal amount of $510,386,000.00, representing 83.51%, of the 2018 Notes have been validly tendered. The Company has accepted for purchase all validly tendered Existing Notes.

As previously announced, as of the Early Tender Date, on September 25, 2015, 5:00 p.m., New York City time, 76.09% of the principal amount of the 2016 Notes and 83.07% of the principal amount of the 2018 Notes have been validly tendered and the related consents have been validly delivered. The Company has purchased the Existing Notes tendered at or prior to the Early Tender Date on Tuesday, October 6, 2015, pursuant to its early purchase option in respect of the Offer.

The settlement date for the purchase of the Existing Notes validly tendered after the Early Tender Date is expected to be Friday, October 16, 2015. These Existing Notes will be cancelled immediately upon purchase. The terms and conditions of the Offer, including the Company's obligation to accept and pay the Tender Consideration for the Existing Notes are set forth in the Offer to Purchase.

Barclays Bank PLC, Singapore Branch ("Barclays"), DBS Bank Ltd. ("DBS") and ING Bank N.V., Singapore Branch ("ING") acted as the Dealer Managers and The Bank of New York Mellon acted as the Tender Agent for the Offer.

Change of Control Offer

The Change of Control Offer, commenced by the Company pursuant to the Change of Control Notice and Offer Document on September 4, 2015 concurrently with the Offer and Consent Solicitation, is expected to expire at 5:00 p.m., New York City time, on October 13, 2015 (unless extended in accordance with the Change of Control Notice and Offer Document).

The terms and conditions of the Change of Control Offer are set forth in the Change of Control Notice and Offer Document.

No offer to purchase Existing Notes

This release 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 Offer and Consent Solicitation were made solely pursuant to the Offer to Purchase and related materials. The Change of Control Offer is being made solely pursuant to the Change of Control Notice and Offer Document and related materials.

Forward-looking statements

Certain statements in this release 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, market conditions; changes in our credit ratings; changes in our cash requirements, financial position or industry conditions that affect our ability or willingness to consummate the above-described transactions on the terms described above or at all; our continued access to credit markets on favorable terms; and other risks such as the general business and economic conditions and the state of the semiconductor industry; prevailing market conditions; demand for end-use applications products such as communications equipment, consumer and multi-applications and personal computers; decisions by customers to discontinue outsourcing of test and packaging services; level of competition; our reliance on a small group of principal customers; our continued success in technological innovations; pricing pressures, including declines in average selling prices; intellectual property rights disputes and litigation; our ability to control operating expenses; our substantial level of indebtedness and access to credit markets; potential impairment charges; availability of financing; changes in our product mix; our capacity utilisation; delays in acquiring or installing new equipment; limitations imposed by our financing arrangements which may limit our ability to maintain and grow our business; returns from research and development investments; changes in customer order patterns; customer credit risks; disruption of our operations shortages in supply of key components and disruption in supply chain;; disruption of our operations and other difficulties related to the relocation of our China operations; loss of directors, key management or other personnel; defects or malfunctions in our testing equipment or packages; rescheduling or canceling of customer orders; adverse tax and other financial consequences if the taxing authorities do not agree with our interpretation of the applicable tax laws; our ability to develop and protect our intellectual property; changes in environmental laws and regulations; exchange rate fluctuations; regulatory approvals for further investments in our subsidiaries; beneficial majority ownership by Jiangsu Changjiang Electronics Technology Co., Ltd. ("JCET") of the Company that may result in conflicting interests with other holders of our securities; our inability to capture all or any of the benefits from acquisitions and investments in other companies and businesses or from the acquisition of us by JCET; loss of customers or failure to compete effectively with our former Taiwan subsidiaries which we have recently divested; labor union problems in South Korea; uncertainties of conducting business in China and changes in laws, currency policy and political instability in other countries in Asia; natural calamities and disasters, including outbreaks of epidemics and communicable diseases; and the expected delisting of the Company's ordinary shares from the Singapore Exchange Securities Trading Limited. STATS ChipPAC does not intend, and does 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 STATS ChipPAC. In accordance with normal practice, Barclays, DBS and ING do not accept any responsibility for the accuracy or completeness of this release or any other document prepared in connection with the Offer or the Consent Solicitation.

Contact Information

  • Investor Relations Contact:

    Low Yen Ling
    Director, Corporate Finance
    Tel: (65) 6824 7788, Fax: (65) 6720 7826
    e-mail: Email Contact

    Media Contact:

    Lisa Lavin
    Deputy Director of Marketing Communications
    Tel: (208) 867-9859
    e-mail: Email Contact