Business Context and Reporting Period
This Form 6-K filing by Advanced Semiconductor Engineering, Inc. (ASE) is dated March 17, 2016. The report addresses the outcome of a tender offer launched on December 29, 2015, for common shares of Siliconware Precision Industries Co., Ltd. (SPIL).
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the status of the proposed acquisition and strategic outlook.
Material Changes and Events
- Tender Offer Failure: The tender offer for SPIL shares was declared unsuccessful because the Taiwan Fair Trade Commission (FTC) did not approve the proposed combination before the offer's expiration.
- Shareholder Participation: Over 27.57% of SPIL shareholders participated in the tender offer.
- Share Return: ASE has instructed tender agents to return all shares to participating SPIL shareholders.
Outlook, Management Commentary, and Risks
Management Commentary and Future Strategy
ASE reaffirmed its determination to integrate with SPIL, citing the need for a "national team" to face global competition from IDMs and OSATs. Management outlined a revised plan contingent on future FTC approval:
- Acquisition Goal: Continue seeking support to acquire 100% equity interest in SPIL.
- Structural Plan: Establish a new industrial holding company in Taiwan to hold 100% equity in both ASE and SPIL as parallel sibling companies.
- Listing and Operations: The new holding company intends to list in Taiwan and the U.S. (via ADRs). Current operations and legal entity status of both companies will be maintained.
- Management Retention: ASE promises to retain the current SPIL management team, including Chairman Lin and President Tsai, who would join the holding company's board.
Risks and Contingencies
The filing includes a Safe Harbor Notice regarding forward-looking statements. Key risks identified include:
- Cyclicality and market conditions in the semiconductor industry.
- Regulatory changes and environmental liabilities.
- Intense global competition and the need for technological innovation.
- Geopolitical tensions between the Republic of China and the People's Republic of China.
- Foreign currency exchange rate fluctuations.
Investor Verification Checklist
- Confirm the current status of the FTC approval process for the ASE-SPIL combination.
- Verify the timeline and feasibility of establishing the proposed industrial holding company.
- Review the 2014 Annual Report on Form 20-F for detailed financial performance and risk factors not included in this press release.
- Monitor regulatory developments in Taiwan regarding semiconductor industry consolidation.