Contact Information: Singapore Contact: Tham Kah Locke Tel: (65) 6824 7635 Fax: (65) 6720 7826 email: Email Contact US Contacts: Drew Davies Director, Investor Relations Tel: (408) 586 0608 Fax: (408) 586 0652 email: Email Contact 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
STATS ChipPAC Ltd.'s Special Committee Announces Dispatch of Offer to Purchase
| Source: STATS ChipPAC
UNITED STATES -- (MARKET WIRE) -- March 16, 2007 -- SINGAPORE -- 3/16/2007 -- 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 (a) the voluntary conditional cash offer (Offer)
announced on March 1, 2007 by Goldman Sachs (Singapore) Pte, for and on
behalf of Singapore Technologies Semiconductors Pte Ltd (Offeror); and (b)
the Company's announcement on March 13, 2007 of the appointment of Morgan
Stanley Dean Witter Asia (Singapore) Pte (Morgan Stanley) as the financial
adviser to advise the directors of the Company who are considered
independent for the purpose of the Offer (Special Committee). A copy of
each of these announcements is available at the Singapore Exchange
Securities Trading Limited (SGX-ST) website at www.sgx.com and on Schedule
TO and Schedule 14D-9, respectively, at the U.S. Securities Exchange
Commission (SEC) website at www.sec.gov.
The Company wishes to inform its security holders that Goldman Sachs
(Singapore) Pte has today dispatched the Offer to Purchase dated March 16,
2007 for and on behalf of the Offeror in connection with the Offer. A copy
of the Offer to Purchase is available at the SGX-ST website at www.sgx.com.
A circular containing the advice of Morgan Stanley to the Special Committee
and the recommendation of the Special Committee with respect to the Offer
will be posted to security holders of the Company within ten (10) business
days under U.S. federal securities laws or within fourteen calendar (14)
days under the Singapore Code from the date of dispatch of the Offer to
Purchase (Offeree Circular), whichever is earlier.
In the meantime, security holders of the Company are advised to exercise
caution when dealing in the securities of the Company or when taking any
action in relation to their securities which may be prejudicial to their
interests until they or their advisers have considered the information and
the recommendation of the Special Committee as well as the advice of Morgan
Stanley which will be set out in the Offeree Circular.
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.
Additional Information and Where to Find it
In connection with the Offer by the Offeror, we expect to file a
solicitation/recommendation statement (which will include the Offeree
Circular) with the U.S. Securities and Exchange Commission (SEC). Investors
and security holders are strongly advised to read these documents when they
become available because they will contain important information about the
Offer. Copies of the solicitation/recommendation statement (and the Offeree
Circular) and the Offeror's Offer to Purchase will be available free of
charge at the SEC's website at www.sec.gov, at the SGX-ST website at
www.sgx.com or at our website at www.statschippac.com.
Forward Looking Statements
Certain statements in this release, including statements regarding the
expectation of filing a solicitation/recommendation statement, the timing
of the expected filing of that solicitation/recommendation statement and
the importance of the information in that solicitation/recommendation
statement, 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.