Business Context and Reporting Period
This Form 6-K filing by Advanced Semiconductor Engineering, Inc. (ASE) and Siliconware Precision Industries Co., Ltd. (SPIL) is dated June 30, 2016. The document serves as a joint announcement regarding a proposed corporate restructuring rather than a periodic financial report.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The only financial data disclosed relates to the proposed transaction terms:
- Exchange Ratio: One ASE common share for 0.5 HoldCo common share.
- Cash Consideration for SPIL: NT$55 per share, adjusted to NT$51.2 per share after excluding a NT$2.8 cash dividend and a NT$1.0 capital reserve payment.
- Dividend Condition: The NT$51.2 cash consideration is fixed unless SPIL's 2017 cash dividend distribution is less than 85% of its 2016 after-tax net profit.
Material Changes
The primary material change is the board approval of a Joint Share Exchange Agreement to establish a new holding company ("HoldCo"). Key structural changes include:
- ASE and SPIL will become wholly-owned subsidiaries of the new HoldCo.
- The HoldCo will be listed on the Taiwan Stock Exchange, with American Depositary Shares listed on the New York Stock Exchange.
- Both entities will retain separate legal status, management teams, and operational models under a parallel operation model.
Guidance, Outlook, and Risks
Outlook and Management Commentary: Management anticipates that the transaction will create synergies, improve operating efficiency, enhance economies of scale, and strengthen R&D capabilities. The goal is to improve customer service quality and shareholder value.
Risks and Contingencies:
- Long Stop Date: The agreement expires 18 months after execution (December 31, 2017) if conditions precedent are not met.
- Regulatory and Shareholder Approval: Closing is subject to approvals from domestic and foreign authorities and respective shareholders' meetings.
- Forward-Looking Statements: The filing includes a Safe Harbor Notice stating that actual results may differ materially from expectations due to known and unknown risks.
Investor Verification Checklist
- Verify the final exchange ratio and cash consideration terms in the upcoming Form F-4 registration statement.
- Monitor the status of regulatory approvals from Taiwan and U.S. authorities.
- Confirm the outcome of the shareholder votes required for both ASE and SPIL.
- Review the 2015 Annual Report on Form 20-F for detailed historical financial data not included in this announcement.
- Track SPIL's 2017 dividend distribution to determine if the cash consideration adjustment clause is triggered.