Contact Information: Singapore Contact: Tham Kah Locke Tel: (65) 6824 7635 Fax: (65) 6720 7826 email: Email Contact US Contacts: Drew Davies Director, Investor Relations Tel: (408) 586 0608 Fax: (408) 586 0652 email: Email Contact Lisa Lavin Marcom Manager Tel: (208) 939 3104 Fax: (208) 939 4817 email: Email Contact The Ruth Group David Pasquale Executive Vice President Tel: (646) 536 7006 email: Email Contact
STATS ChipPAC Ltd.'s Special Committee Announces Appointment of Advisers
| Source: STATS ChipPAC
UNITED STATES -- (MARKET WIRE) -- March 13, 2007 -- SINGAPORE -- 3/13/2007 -- STATS ChipPAC Ltd.
("STATS ChipPAC" or the "Company") (NASDAQ : STTS ) (SGX-ST: STATSChP), a
leading independent semiconductor test and advanced packaging service
provider, refers to the voluntary conditional cash offer (Offer) announced
on March 1, 2007 by Goldman Sachs (Singapore) Pte, for and on behalf of
Singapore Technologies Semiconductors Pte Ltd (Offeror).
The Board of Directors of the Company held a meeting on March 3, 2007 and
formed a Special Committee (Special Committee) of the directors of the
Company who are considered independent for the purposes of the Offer
pursuant to the Singapore Code on Take-overs and Mergers(1) to review and
consider the Offer, and to consider such other alternatives available to
the Company as the Special Committee may deem appropriate. The Special
Committee appointed Morgan Stanley Dean Witter Asia (Singapore) Pte (Morgan
Stanley) on March 13, 2007 as financial adviser to advise the Special
Committee with respect to these matters. Jones Day and Drew & Napier LLC
have been retained by the Special Committee as legal counsel in connection
with these matters.
A circular containing the advice of Morgan Stanley and the recommendation
of the Special Committee on the Offer will be posted to security holders of
the Company in due course (Offeree Circular).
In the meantime, security holders of the Company are advised to exercise
caution when dealing in the securities of the Company or when taking any
action in relation to their securities which may be prejudicial to their
interests until they or their advisers have considered the information and
the recommendation of the Special Committee as well as the advice of Morgan
Stanley which will be set out in the Offeree Circular to be issued in due
course.
Responsibility Statement
The Directors of the Company (including those who have delegated detailed
supervision of this Announcement) have taken all reasonable care to ensure
that the facts stated and all opinions expressed in this Announcement are
fair and accurate and that no material facts have been omitted from this
Announcement, and they jointly and severally accept responsibility
accordingly.
Additional Information and Where to Find it
In connection with the Offer by the Offeror, we expect to file a
solicitation/recommendation statement (which will include the Offeree
Circular) with the Securities and Exchange Commission (SEC). Investors and
security holders are strongly advised to read these documents when they
become available because they will contain important information about the
Offer. Copies of the solicitation/recommendation statement (and the Offeree
Circular) will be available free of charge at the SEC's website at
www.sec.gov, at the SGX-ST website at www.sgx.com or at our website at
www.statschippac.com.
Forward-Looking Statements
Certain statements in this release, including statements regarding expected
future financial results and industry growth, 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
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;
reliance on a small group of principal customers; continued success in
technological innovations; availability of financing; pricing pressures
including declines in average selling prices; proposed tender offer by
Singapore Technologies Semiconductors Pte Ltd, a subsidiary of Temasek
Holdings (Private) Limited (Temasek Holdings); actions that may be taken by
the Company or third parties in connection with or in response to such
proposed tender offer; our substantial level of indebtedness; potential
impairment charges; adverse tax and other financial consequences if the
South Korean taxing authorities do not agree with our interpretation of the
applicable tax laws; ability to develop and protect our intellectual
property; rescheduling or canceling of customer orders; changes in products
mix; intellectual property rights disputes and litigation; capacity
utilization; delays in acquiring or installing new equipment; 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; significant ownership by Temasek Holdings
that may result in conflicting interests with Temasek Holdings and our
affiliates; unsuccessful acquisitions and investments in other companies
and businesses; our ability to successfully integrate the operations of
former STATS and ChipPAC and their employees; labor union problems in South
Korea; uncertainties of conducting business in China; natural calamities
and disasters, including outbreaks of epidemics and communicable diseases;
and other risks described from time to time in the Company's SEC filings,
including its annual report on Form 20-F dated March 12, 2007. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
(1) Mr. Tan Lay Koon, the Company's Director, President and Chief Executive
Officer, will be a member of the Special Committee unless the Singapore
Securities Industry Council (SIC) exempts him from joining in making any
recommendation on the Offer. The Company has submitted an application to
the SIC in this regard.