Contact Information: STATS ChipPAC Ltd. Company Registration No.: 199407932D Headquarters: 10 Ang Mo Kio Street 65, #05-17/20 Techpoint, Singapore 569059 www.statschippac.com Singapore Contact: Tham Kah Locke Tel: (65) 6824 7635 Fax: (65) 6720 7826 email: Email Contact US Contacts: 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 Dispatch of Circular Containing Independent Directors' Recommendations
| Source: STATS ChipPAC
UNITED STATES -- (MARKET WIRE) -- March 29, 2007 -- SINGAPORE -- 3/30/2007 -- STATS ChipPAC Ltd.
("STATS ChipPAC" or the "Company") (NASDAQ : STTS ) and (SGX-ST: STATSChP), a
leading independent semiconductor test and advanced packaging service
provider, refers to (a) 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); (b) the
Company's announcement on March 13, 2007 of the appointment of Morgan
Stanley Dean Witter Asia (Singapore) Pte (Morgan Stanley) as the financial
adviser to advise the directors of the Company who are considered
independent for the purpose of the Offer (Independent Directors); and (c)
the announcement on March 16, 2007 by the Offeror of the dispatch of the
Offer to Purchase setting out the terms and conditions of the Offer. A
copy of each of these announcements is available at the Singapore Exchange
Securities Trading Limited (SGX-ST) website at www.sgx.com and a copy of
the Offeror's announcements and the Company's announcements are available
on Schedule TO and Schedule 14D-9, respectively, at the U.S. Securities
Exchange Commission (SEC) website at www.sec.gov.
The Company wishes to inform its security holders that on March 30, 2007,
it dispatched a circular (Circular) to its security holders in connection
with the Offer. A copy of the Circular is available free of charge at the
SGX-ST website at www.sgx.com, at the U.S. Securities Exchange Commission
(SEC) website at www.sec.gov, or at our website at www.statschippac.com.
The Circular contains the opinion and advice of Morgan Stanley to the
Independent Directors, the determinations and recommendations of the
Independent Directors with respect to the Offer and Options Proposal and
information for the consideration of the security holders in compliance
with Rule 24 of the Singapore Code on Take-overs and Mergers (Code). The
Company has also furnished a copy of the Statement of Prospects (referred
to in the Circular) and the reports of Morgan Stanley and
PricewaterhouseCoopers on the Statement of Prospects (the Reports) required
under Rule 25 of the Code on Form 6-K filed with the SEC. Copies of the
Statement of Prospects and the Reports are also available at the SGX-ST
website at www.sgx.com.
Capitalized terms not defined in this release have the meaning ascribed to
them in the Circular.
The determinations and recommendations of the Independent Directors are
summarized below. Shareholders, Noteholders and Optionholders should refer
to the Circular for additional information regarding these determinations
and recommendations and related matters.
As there is no assurance that the Higher Offer Price of S$1.88 per Ordinary
Share (or S$18.80 per ADS), which is contingent upon the Offeror acquiring
sufficient Offer Shares during the Offer to permit the Offeror to institute
a Compulsory Acquisition, will be paid pursuant to the Share Offer,
Shareholders should not assume that they would receive more than S$1.75 per
Ordinary Share (or S$17.50 per ADS) in the Share Offer, and Noteholders and
Optionholders should not assume that they would receive payments determined
with reference to a price per Ordinary Share greater than S$1.75 pursuant
to the Convertible Notes Offer or the Options Proposal, as applicable.
(i) Share Offer
The Independent Directors have determined the Share Offer to be fair to the
Company's shareholders (other than the Offeror, its related corporations
and their respective nominees) and recommend that Shareholders accept the
Share Offer and tender their Offer Shares pursuant to the Share Offer. The
Independent Directors note, however, that Shareholders may have the
opportunity to sell their Offer Shares in the market at prices in excess of
the Share Offer Price of S$1.75 per Ordinary Share (or S$17.50 per ADS),
and that Shareholders who are willing to forego the potential opportunity
to receive the Higher Offer Price of S$1.88 per Ordinary Share (or S$18.80
per ADS) may wish to sell their Offer Shares in the market. Shareholders
are encouraged to obtain current market quotations for Offer Shares.
(ii) Convertible Notes Offer
The Independent Directors have decided to remain neutral with respect to
the Convertible Notes Offer and recommend that Noteholders make their own
decisions as to whether it would be in their best interests, in light of
their individual circumstances, to accept the Convertible Notes Offer and
tender their Convertible Notes pursuant to the Convertible Notes Offer or
to reject the Convertible Notes Offer and refrain from tendering their
Convertible Notes pursuant to the Convertible Notes Offer.
(iii) Options Proposal
The Independent Directors have decided to remain neutral with respect to
the Options Proposal and recommend that Optionholders make their own
decisions as to whether it would be in their best interests, in light of
their individual circumstances, to accept or reject the Options Proposal.
Security holders are urged to read the Circular carefully and in its
entirety and in particular to consider Morgan Stanley's opinion on the
Share Offer and the advice on the Convertible Notes Offer and Options
Proposal and the factors taken into account by the Independent Directors in
formulating their determinations and recommendations.
Shareholders who do not receive the Circular within the next five business
days may obtain a copy from:
(i) the Company at 10 Ang Mo Kio Street 65, #05-17/20 Techpoint, Singapore
569059;
(ii) M&C Services Private Limited at 138 Robinson Road, #17-00, The
Corporate Office, Singapore 068906; and
(iii) Depository Receipt Services, Citibank N.A. at 388 Greenwich St., 14th
Floor, New York, NY 10013, United States.
Shareholders should note that the Offeror has indicated that the Offer and
the withdrawal rights of security holders will expire at 3:30 p.m.
Singapore time, 3:30 a.m. New York City time, on Friday, April 13, 2007 or
such later date(s) as may be announced from time to time by or on behalf of
the Offeror.
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.
Forward-Looking Statements
Certain statements in this release, including statements regarding the
expected timing of the expiration of security holders' withdrawal rights,
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 events to differ from our expectations include actions that may be
taken by the Company, the Special Committee or third parties in connection
with or in response to such tender offer; 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; tender offer by Singapore Technologies
Semiconductors Pte Ltd, a subsidiary of Temasek Holdings (Private) Limited
(Temasek Holdings); 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.