Business Context and Reporting Period
This Form 6-K filing by Advanced Semiconductor Engineering, Inc. (ASE) is dated March 10, 2016. The document serves as a Q&A regarding a tender offer for common shares of SPIL (Siliconware Precision Industries Co., Ltd.) at NT$55 per share. The tender offer period runs from December 29, 2015, to March 17, 2016.
Key Financial Metrics and Transaction Details
- Offer Price: NT$55 per share in cash.
- Target Acquisition: Maximum of 770,000,000 SPIL common shares (approximately 24.71% of total issued shares).
- Minimum Condition: 155,818,056 shares (approximately 5.00% of total issued shares) must be validly tendered.
- Transaction Costs: Offerees are responsible for securities transaction tax (0.3%), income tax (if applicable), TDCC handling charge (NT$20), broker handling charge (NT$20), and remittance fees (NT$10) or postage (NT$25).
- Settlement Date: Payment and share settlement will occur within 5 business days after the offer expiration (by March 24, 2016), provided conditions are met.
Material Changes and Conditions
The tender offer is subject to two critical conditions that must be satisfied by March 17, 2016:
- 5% Minimum Condition: At least 155,818,056 shares must be validly tendered.
- TFTC Condition: Approval of the merger between ASE and SPIL by the Taiwan Fair Trade Commission.
If either condition is not met, the offer fails, and no shares will be purchased; tendered shares will be returned to investors. If the number of shares tendered exceeds the maximum target of 770,000,000, ASE will purchase shares using a proration factor.
Guidance, Risks, and Contingencies
Management Commentary and Risks: The filing includes a cautionary statement regarding forward-looking statements. Key risks include the possibility that the tender offer may not be consummated or may be delayed. Other risks involve uncertainties regarding the number of shares tendered, potential adverse effects on the liquidity and market value of remaining SPIL shares, the possibility of competing offers, and shareholder litigation costs.
Operational Risks: Management notes potential disruption to ASE's business, including increased costs and diversion of management time and resources, which could affect relationships with employees, customers, and vendors.
Unusual Items: The filing clarifies that shares acquired through margin transactions cannot be tendered until the loan is fully paid. Additionally, physical share certificates are not accepted directly; they must be deposited into a TDCC account first.
Important Facts for Investor Verification
- Verify whether the Taiwan Fair Trade Commission (TFTC) has approved the merger between ASE and SPIL by March 17, 2016.
- Confirm if the minimum tender threshold of 155,818,056 shares (5%) has been met.
- Check the final announcement on March 18, 2016, regarding the success of the offer and the proration factor if oversubscribed.
- Review the Schedule TO filed with the SEC for U.S. holders for detailed terms and conditions.
- Ensure shares are free of pledges or financing restrictions before attempting to tender.