STATS ChipPAC Ltd. Announces Tender Offer and Consent Solicitation by ChipPAC International Company Limited
Singapore and Fremont, California (ots/PRNewswire)
- For Any And All Of The 12 3/4% Senior Subordinated Notes Due 2009 Issued By ChipPAC International Company Limited
STATS ChipPAC Ltd. ("STATS ChipPAC" - Nasdaq: STTS), (SGX: ST
Assembly) announced today that its indirect wholly owned subsidiary
ChipPAC International Company Limited (''ChipPAC International'') had
on September 3, 2004 commenced a cash tender offer relating to any
and all of ChipPAC International's outstanding USD$165,000,000
aggregate principal amount of 12 3/4% Senior Subordinated Notes due
2009 (CUSIP Nos. 169659 AC3 and 169659 AB5) (the ''Notes'').In conjunction with the tender offer, ChipPAC International is also soliciting consents to adopt proposed amendments to the indenture under which the Notes were issued that would eliminate substantially all restrictive covenants and certain event of default provisions. The tender offer and consent solicitation are being made upon the terms and subject to conditions set forth in ChipPAC International's Offer to Purchase and Consent Solicitation Statement dated September 3, 2004.
The tender offer will expire at 5:00 p.m., New York City time, on Monday, October 4, 2004, unless extended (the "Expiration Date"). The total consideration for each USD$1,000 principal amount of Notes tendered on or prior to 11:59 p.m., New York City time, on Friday, September 17, 2004 (the "Consent Date") and accepted for payment pursuant to the tender offer will be USD$1,063.75. The total consideration will be the sum of a purchase price of USD$1,053.75 for each USD$1,000 principal amount of Notes tendered and accepted for payment pursuant to the tender offer (the "Purchase Price") and a consent payment (the "Consent Payment") of USD$10.00 for each USD$1,000 principal amount of Notes validly tendered and not withdrawn. Holders whose valid tenders are received after the Consent Date, but prior to the Expiration Date, will receive only the Purchase Price. All payments will include accrued and unpaid interest on the principal amount tendered to, but not including, the payment date. The current redemption price for the Notes is USD$1,063.75 for each USD$1,000 principal amount of Notes, plus accrued and unpaid interest. Holders may withdraw their Notes before the Consent Date, but may not withdraw their Notes thereafter.
ChipPAC International intends to finance the tender offer with all or a portion of the net proceeds from new senior notes to be issued by STATS ChipPAC. In addition, ChipPAC International presently intends to redeem any Notes not validly tendered in the tender offer, under the terms of the indenture.
The new notes will be issued in a private offering pursuant to Rule 144A and to persons outside the United States under Regulation S under the Securities Act of 1933 and governed by the terms of an indenture. The terms of the new notes will be determined by market conditions and other factors at the time the new notes are offered for sale by STATS ChipPAC. Neither this announcement nor the Offer to Purchase constitutes an offer to sell or the solicitation of an offer to buy the new notes.
ChipPAC International's obligation to accept for purchase and to pay for the Notes validly tendered in the tender offer is conditioned on, among other things, the receipt of the consent of a sufficient number of holders to amend the indenture, which is described in more detail in the Offer to Purchase and Consent Solicitation Statement. Holders of Notes who validly tender and do not validly withdraw their Notes on or prior to the Consent Date are expected to receive payment for such Notes on a date promptly following the expiration of the tender offer.
As a result of the merger of ST Assembly Test Services Ltd, a Singapore public company limited by shares, and ChipPAC, Inc., a Delaware corporation, ChipPAC International is obligated to make a change of control offer which is also contained in the Offer to Purchase. Accordingly, ChipPAC International is also offering to pay each holder who validly tenders its Notes in the change of control offer on or prior to October 4, 2004 at 5:00 p.m. an amount in cash equal to the Change of Control Payment (i.e., USD$1,010.00 per USD$1,000 principal amount). Holders who validly tender their Notes in the change of control offer are not entitled to receive the Purchase Price or the Consent Payment. If the tender offer is consummated, holders who validly tender their Notes in the tender offer will receive higher consideration per USD$1,000 principal amount of Notes than holders who validly tender their Notes in the change of control offer.
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The tender offer and consent solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related Letter of Transmittal and Consent.
ChipPAC International has retained Deutsche Bank Securities Inc. to serve as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation and has retained Global Bondholder Services Corporation to serve as Information Agent in the tender offer, consent solicitation and change of control offer. Requests for documents may be directed to Global Bondholder Services Corporation, by telephone at +1-(866) 873-6300 (toll free). Questions regarding the tender offer and consent solicitation should be directed to Deutsche Bank Securities Inc. at +1-(800) 553-2826 (toll free) or +1-(212) 250-4270 (collect).
About STATS ChipPAC Ltd. (STATS ChipPAC)
STATS ChipPAC Ltd. ("STATS ChipPAC" - NNM: STTS) and (SGX: ST
Assembly), is a leading service provider of semiconductor packaging
design, assembly, test and distribution solutions. A trusted partner
and supplier to leading semiconductor companies worldwide, STATS
ChipPAC's value proposition is total solutions of fully integrated,
multi-site, end-to-end assembly and testing solutions that bring
products to market and volume faster. Our customers are some of the
largest wafer foundries, integrated device manufacturers (IDMs), as
well as fabless companies in the United States, Europe and Asia.
STATS ChipPAC is a leader in mixed signal testing and advanced
packaging technology for semiconductors used in diverse end market
applications including communications, power, digital consumer and
computing. With advanced process technology capabilities and a global
manufacturing presence spanning Singapore, Korea, China, Malaysia,
Taiwan and the United States, STATS ChipPAC has a reputation for
providing dependable, high quality test and packaging solutions. The
Company's customer support offices are located in the Netherlands,
China, Singapore, Japan, Taiwan, Korea, Malaysia and the United
States (California's Silicon Valley, Arizona, Texas, Massachusetts,
Florida, Colorado and North Carolina). STATS ChipPAC's facilities
include those of its subsidiary, Winstek Semiconductor Corporation in
Hsinchu Valley, Taiwan. These facilities offer new product
introduction support, pre-production wafer sort, final test,
packaging and other high volume preparatory services. Together with
the Company's Test Development Center in Singapore, this forms a
global network providing dedicated test engineering development and
product engineering support for customers from design to volume
production. STATS ChipPAC is listed on both Nasdaq National Market
and The Singapore Exchange. In addition, STATS ChipPAC is also listed
on the Morgan Stanley Capital International (MSCI) Index and the
Straits Times Industrial Index. Further information is available at
http://www.statschippac.com .Certain statements in this press release including statements regarding ChipPAC International's present intention to finance the tender offer with all or a portion of the net proceeds from new notes to be issued by STATS ChipPAC are forward-looking statements that involve a number of risks and uncertainties. Among the risks and uncertainties that could cause actual results to differ materially is a risk that the capital markets may not support an offer of the new notes on terms acceptable to STATS ChipPAC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Unless otherwise specified, references to "$" are to the lawful currency of the United States of America.
This announcement does not constitute an offer of STATS ChipPAC for sale or subscription, or a solicitation of offers to purchase or subscribe for securities, in the United States or any other jurisdiction. Securities may not be sold or subscribed in the United States absent registration or an exemption from registration. The securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This notice is issued pursuant to Rule 135(c) of the Securities Act of 1933.
Singapore Contacts:
Elaine Ang, Manager, Investor Relations / Corporate Communications
Tel: +65-6824-7705
Fax: +65-6720-7826
Email: Elaine.Ang@STATSChipPAC.com
US Contacts:
Drew Davies, Director, Investor Relations
Tel: +1-408-586-0608
Fax: +1-408-586-0652
Email: Drew.Davies@STATSChipPAC.com
Lisa Lavin, Marcom Manager
Tel: +1-208-939-3104
Fax: +1-208-939-4817
Email: Lisa.Lavin@STATSChipPAC.com
David Pasquale, Executive Vice President of The Ruth Group,
Tel: +1-646-536-7006
Email: dpasquale@theruthgroup.com
Andrew Rodriguez of The Ruth Group
Tel: +1-646-536-7032
Email: arodriguez@theruthgroup.comWeb Site: http://www.statschippac.com
Contact:
Drew Davies, Director, Investor Relations, +1-408-586-0608, or fax,
+1-408-586-0652, or Drew.Davies@STATSChipPAC.com, or Lisa Lavin,
Marcom Manager, +1-208-939-3104, or fax, +1-208-939-4817, or
Lisa.Lavin@STATSChipPAC.com, or Elaine Ang, Manager, Investor
Relations, +65-6824-7705, or fax, +65-6720-7826, or
Elaine.Ang@STATSChipPAC.com, all of STATS; or David Pasquale,
Executive Vice President, +1-646-536-7006, or
dpasquale@theruthgroup.com, or Andrew Rodriguez, +1-646-536-7032, or
arodriguez@theruthgroup.com