Business Context and Reporting Period
Company: Advanced Semiconductor Engineering, Inc. (ASE Inc.)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: March 3, 2008
Business Overview: ASE Inc. is a leading global provider of integrated circuit (IC) packaging services and, through its majority-owned subsidiary ASE Test Limited, a leading provider of IC testing services. The company serves over 200 international customers with operations in Taiwan, Korea, Japan, Singapore, Malaysia, and the United States.
Key Financial Metrics and Material Changes
This filing does not report periodic financial results (revenue, profit, or cash flow) for a specific quarter or year. Instead, it discloses a material financing event:
- Debt Financing: ASE Inc. entered into a syndicated loan agreement for a term loan facility of NT$24,750 million.
- Lenders: The syndicate is led by Citibank, N.A., Taipei Branch.
- Drawdown Period: The facility may be drawn on or prior to June 3, 2008.
- Purpose: To finance a portion of the consideration for the proposed acquisition of outstanding ordinary shares of ASE Test Limited (a majority-owned subsidiary) held by shareholders other than ASE Inc. and its subsidiaries.
- Transaction Structure: The acquisition is being executed via a scheme of arrangement under Singapore law.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the execution of the loan agreement to support the ongoing acquisition of ASE Test Limited. An English translation of the syndicated loan agreement is expected to be included in the next amendment to the Schedule 13E-3 filed with the SEC.
Risks and Contingencies:
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to known and unknown risks.
- Transaction Completion: The drawdown of the loan is subject to the terms and conditions of the syndicated loan agreement and the successful completion of the acquisition scheme.
Investor Verification Checklist
- Verify the final terms and interest rates of the NT$24,750 million syndicated loan in the upcoming Schedule 13E-3 amendment.
- Monitor the progress of the "Scheme of Arrangement" for the acquisition of ASE Test Limited shares.
- Confirm the drawdown date of the loan facility relative to the June 3, 2008 deadline.
- Review the full Schedule 13E-3 filed on January 4, 2008 (and amended January 14, 2008) for detailed disclosure regarding the acquisition.