SOURCE: STATS ChipPAC

March 26, 2007 09:29 ET

STATS ChipPAC Ltd.'s Special Committee Announces the Release by the Offerer of the "Questions & Answers for STATS ChipPAC Optionholders"

UNITED STATES -- (MARKET WIRE) -- March 26, 2007 -- SINGAPORE -- 03/26/2007 -- 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 announcement dated March 23, 2007 by Goldman Sachs (Singapore) Pte for and on behalf of Singapore Technologies Semiconductors Pte Ltd (Offerer) in connection with the voluntary conditional cash offer (Offer) and the options proposal (Options Proposal) announced on March 1, 2007.

The Offerer in its announcement has set out certain questions and the suggested responses (FAQ) to provide clarity on the Options Proposal. The Offerer has stated, inter alia, in the FAQ that the Options Proposal is for all options, vested and unvested. Optionholders are requested to read the FAQ carefully. A copy of the FAQ is attached to this Corporate Release.

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.

This release does not constitute a solicitation or recommendation with respect to the Options Proposal.

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 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.

                           VOLUNTARY CONDITIONAL CASH OFFER
                                        by
                      Singapore Technologies Semiconductors Pte Ltd
                             (Incorporated in Singapore)
                             (Co. Reg. No.: 199503003D)
                            a wholly owned subsidiary of
                         Temasek Holdings (Private) Limited
                             (Incorporated in Singapore)
                             (Co. Reg. No.: 197401143C)
                                        for
                                 STATS ChipPAC Ltd.
                             (Incorporated in Singapore)
                             (Co. Reg. No.: 199407932D)

                               QUESTIONS AND ANSWERS
                          FOR STATS ChipPAC OPTIONHOLDERS
                                  March 23, 2007

Definitions:
                         ------------------------------------------------
                         Singapore Technologies Semiconductors Pte Ltd (a
"STSPL" or the "Offeror"  wholly owned subsidiary of Temasek)
                         ------------------------------------------------
                         Temasek Holdings (Private) Limited (STSPL's
"Temasek"                 parent company)
                         ------------------------------------------------
"STATS ChipPAC" or the
 "Company"               STATS ChipPAC Ltd.
                         ------------------------------------------------
                         3:30 PM Singapore Time, 3:30 AM New York City
                          Time, Friday, April 13, 2007, unless extended by
"Closing Date"            the Offeror
                         ------------------------------------------------
                         Ordinary shares of STATS ChipPAC Ltd. (traded on
"Ordinary Shares"         SGX-ST)
                         ------------------------------------------------
"ADS"                    American Depositary Shares representing Ordinary
                          Shares of STATS ChipPAC Ltd. (traded on Nasdaq
                          Global Market)
                          Each ADS represents 10 Ordinary Shares
                         ------------------------------------------------
"CDP"                    The Central Depository (Pte) Limited
                         ------------------------------------------------
1. OPTION HOLDERS

No. a.

Question: Is the Options Proposal for all options including vested and unvested options?

Suggested response: Yes, the Options Proposal is for all options, including vested and unvested options.

No. b.

Question: Can I withdraw any Options which I have tendered in acceptance of the Options Proposal?

Suggested response: Yes, Optionholders who have accepted the Options Proposal have the same withdrawal rights as holders of Ordinary Shares, ADSs and Convertible Notes in relation to the Offer. Please refer to "THE OFFER - Section 7. Withdrawal Rights" in the Offer to Purchase for further details.

For a withdrawal of Options tendered in acceptance of the Options Proposal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by STSPL c/o M & C Services Private Limited at 138 Robinson Road, #17-00 The Corporate Office, Singapore 068906 and must specify the name, address and identification card or passport number of the person who tendered the Options to be withdrawn and the number, exercise price and exercise period of the Options to be withdrawn. Any such notice of withdrawal must be signed and executed in the same manner and by the same party in which the Acceptance Letter in respect of which the Options are sought to be withdrawn was executed. Any such submission of a notice of withdrawal as described above shall be conclusive evidence in favour of STSPL, Goldman Sachs (Singapore) Pte. and M & C Services Private Limited of the right of such person to withdraw the said Options and of the title of such person to such Options.

No. c.

Question: I have Options, how do I accept the Options Proposal?

Suggested response: You may accept the Options Proposal, which has been sent to you by way of a letter from the Offeror together with the Offer to Purchase, by taking the following steps:

(1) Completing and signing the acceptance letter for the Options Proposal (the "Acceptance Letter'') attached to the Options Proposal which should have been mailed to you.

(2) Forwarding the duly completed and signed Acceptance Letter by 3:30 p.m. Singapore time on the Closing Date or such later date(s) as extended, to:

Singapore Technologies Semiconductors Pte Ltd
c/o M&C Services Private Limited
138 Robinson Road
#17-00, The Corporate Office
Singapore 068906.
The Options Proposal shall remain open for acceptance until 3.30 p.m. Singapore time on the Closing Date or such later date(s) as may be announced from time to time by or on behalf of the Offeror.

Please note the Options Proposal is subject to the Offer for the Ordinary Shares and ADSs being declared unconditional in all respects.

Please also note that if you accept the Options Proposal, you will give up your rights under the Options, including the right to exercise the Options into Ordinary Shares and any other rights that you may derive as a holder of Ordinary Shares.

No. d.

Question: How do I exercise my Options and accept the Offer for the Shares?

Suggested response: To exercise your options, you should:

(a) give the relevant exercise notices in accordance with the terms of the relevant Option and Option Plan and remit the full amount of the exercise price for the relevant number of Ordinary Shares to the Company Secretary of STATS ChipPAC at its registered office at 5 Yishun Street 23, Singapore 768442 or its office address at 10 Ang Mo Kio Street 65,#05-17/20 Techpoint, Singapore 569059;

(b) complete and sign the FAA for the Ordinary Shares in accordance with the provisions of the Offer to Purchase as well as the provisions and instructions printed on the FAA for the Ordinary Shares; and

(c) forward the duly completed and signed FAA for the Ordinary Shares at your own risk to the Company Secretary of STATS ChipPAC before 12.00 noon Singapore time on the Closing Date (as defined in the Offer to Purchase) for onward transmission to Singapore Technologies Semiconductors Pte Ltd, c/o The Central Depository (Pte) Limited, 4 Shenton Way #02-01, SGX Centre 2, Singapore 068807.

Exercising Optionholders should note the time allowed to STATS ChipPAC under the terms of the relevant Option and Option Plan to allot the Ordinary Shares to Exercising Optionholders upon exercise of the Options.

Holders of Options should also note that if the Securities Accounts of the Exercising Optionholders are not credited with the relevant number of new Ordinary Shares by the date of receipt by CDP, on behalf of the Offeror, of the FAA (provided that the date of receipt is on or before the Closing Date), the acceptance of the Offer by the Exercising Optionholders will be rejected.

If you exercise your Options with the intent of accepting the Offer with respect to the underlying Ordinary Shares, and the Offer subsequently lapses or is terminated by the Offeror, you would not be able to rescind your exercise and take back your Options.

You are advised to read all documents relating to the Offer including the Offer to Purchase because they contain important information.

No. e.

Question: When will I be paid if I accept the Options Proposal?

Suggested response: Please note the Options Proposal is subject to the Offer for the Ordinary Shares and ADSs being declared unconditional in all respects.

Subject to the receipt by the Offeror from the Accepting Optionholder of the duly completed Acceptance Letter, and to the fulfillment of the conditions set out in the Options Proposal, remittances in the form of cheques for the appropriate amounts will be despatched to the Accepting Optionholder by ordinary post:

(a) in respect of acceptances of the Options Proposal which are received on or before the date on which the Offer is declared to be unconditional, within 14 calendar days of that date; or

(b) in respect of acceptances of the Options Proposal which are received after the date on which the Offer is declared to be unconditional, but before the Offer closes, within 14 calendar days of the date of such receipt.

No. f.

Question: Is there a difference in the amount of money I will receive if I accept the Options Proposal or the Offer for the Shares?

Suggested response: If you accept the Options Proposal, subject to the Offer being declared unconditional, you will be paid an amount (if positive) of the Offer Price or (if applicable) the Higher Offer Price less the exercise price of that Option. If the exercise price of an Option is equal to or more than the Offer Price of (if applicable) the Higher Offer Price, you will be paid a nominal amount of S$0.001.

If you wish to exercise your Options and accept the Offer, you will have to pay the exercise price of the Options and subject to the Offer being declared unconditional in all respects, you will be paid the Offer Price or (if applicable) the Higher Offer Price.

No. g.

Question: If I hold Options and do not accept the Options Proposal, and the Offer is declared unconditional in all respects, how will my rights under the Options be affected?

Suggested response: If you hold Options and do not accept the Options Proposal and the Offer is declared unconditional in all respects, the value of your Options may decline as a result of any material decrease in liquidity and market value of the Ordinary Shares and ADSs, including possibly as a result of a delisting of the Ordinary Shares or ADSs (if the Offferor effects a compulsory acquisition of the Ordinary Shares and ADSs). Please note that you do not have the right to require the Offeror to purchase your Options as a result of the Offer or the compulsory acquisition, although you may have a right to require the Offeror to purchase any Ordinary Shares that you receive upon exercise of your Options. You should also refer to the terms of your option plan and the Offer to Purchase for important information about the effect of the Offer and the Compulsory Acquisition on your Options.

Contact Information

  • 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