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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 1)
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
STATS ChipPAC Ltd.
(Name of Subject Company)
STATS ChipPAC Ltd.
(Name of Persons Filing Statement)
Ordinary Shares, including Ordinary Shares represented by
American Depositary Shares (each representing ten Ordinary Shares)
(Title of Class of Securities)
American Depositary Shares (each representing ten Ordinary Shares)
(Title of Class of Securities)
Ordinary Shares (CUSIP: Y8162B113)
American Depositary Shares (CUSIP: 85771T104)
(CUSIP Number of Class of Securities)
American Depositary Shares (CUSIP: 85771T104)
(CUSIP Number of Class of Securities)
Janet T. Taylor
STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
(65) 6824 7629
STATS ChipPAC Ltd.
10 Ang Mo Kio Street 65
#05-17/20 Techpoint
Singapore 569059
(65) 6824 7629
with copies to:
Eva H. Davis | ||
Jeffrey Symons | Mark E. Betzen | |
Kirkland & Ellis LLP | Jones Day | |
777 South Figueroa Street, Suite 3700 | 2727 N. Harwood Street | |
Los Angeles, California 90017 | Dallas, Texas 75201 | |
(213) 680-8508 | (214) 220-3939 |
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
notices and communications on behalf of the persons filing statement)
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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This Amendment No.1 amends and supplements the Solicitation/Recommendation Statement filed under cover of Schedule 14D-9 (this “Schedule 14D-9”) with the Securities and Exchange Commission (“SEC”) on March 30, 2007 by STATS ChipPAC Ltd., a company incorporated with limited liability under the laws of the Republic of Singapore (“STATS ChipPAC” or the “Company”).Unless otherwise defined herein, terms used with initial capital letters have the meanings ascribed to them in the circular dispatched by the Company on March 30, 2007 to its security holders in connection with the Offer (“Circular”).
Singapore Technologies Semiconductors Pte Ltd (the “Offeror”) has offered to buy all of the outstanding ordinary shares of the Company which it does not already own. The Offeror has also offered to buy all of the outstanding Convertible Subordinated Notes due 2008 of STATS ChipPAC and the Convertible Notes due 2008 of STATS ChipPAC. On March 16, 2007, the Offeror publicly advised that it sent an Options Proposal letter to all holders of Options of the Company, allowing them to participate in the voluntary cash tender offer. This Schedule 14D-9 updates certain recent matters relating to the Options Proposal and the Convertible Notes Offer.
Item 3. | Past Contacts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005(d)). |
Settlement and Payment Relating to Options Proposal
On April 9, 2007, the Company entered into a letter agreement (“Options Settlement Letter”) with the Offeror in respect of the settlement of the payment to optionholders who accept the Options Proposal (“Accepting Optionholders”). Following entry into the Options Settlement Letter, the Company advised its holders of options that the Offeror released a supplemental letter to all holders of Options and “Supplemental Questions and Answers for STATS ChipPAC Optionholders” (“FAQ”) which clarifies the manner of payment and settlement of monies to Accepting Optionholders since payments made under the Options Proposal may be taxable under the laws of the countries to which Optionholders are subject. In some cases, withholding of amounts payable under the Options Proposal also may be required.
Pursuant to the Options Settlement Letter, any amount to be withheld will be determined by STATS ChipPAC based on its normal policies and the information that it maintains on behalf of its employees. The Offeror will pay to STATS ChipPAC the amount to be withheld specified by STATS ChipPAC, which will be responsible for paying the withheld amount to the appropriate tax authorities. The Offeror will also issue checks payable to Accepting Optionholders to the Company for the Company to distribute to Accepting Optionholders. The checks will be for the option price to be received by an Accepting Optionholder net of any withholding amounts. Accordingly, the Company will dispatch the checks received from the Offeror to the Accepting Optionholders for the option price net of any applicable withholding amounts.
A copy the agreement between the Offeror and the Company is attached as Exhibit 1 to this Schedule 14D-9. A copy of the press release announcing the agreement is attached as Exhibit 2. A copy of the supplemental letter from the Offeror and the related FAQ are attached as Exhibits 3 and 4, respectively. A copy of the Company’s letter to the holders of its Options is attached as Exhibit 5.
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Item 8. | Additional Information (Regulation M-A Item 1011(b)). |
Convertible Subordinated Notes due 2008
On April 4, 2007, Singapore counsel to Fore Research & Management (“Fore”) sent a letter to the Singapore Securities Industry Council (the “SIC”) alleging in substance, among other things, that (1) as of the date of the Offer, Fore held US$43.6 million principal amount of the Convertible Subordinated Notes due 2008, (2) that the Convertible Notes Offer is not an appropriate offer under the Singapore Code on Take-overs and Mergers (the “Singapore Code”) because it is based on “see-through” pricing which does not take into account interest that would be payable through the maturity of the Convertible Notes or the equity option premium imbedded in the Convertible Notes, and (3) the Circular and the recommendation of the Independent Directors in relation to the Convertible Notes Offer failed to comply with the Singapore Code due to a failure to adequately state arguments for the acceptance or rejection of the Convertible Notes Offer. In the letter, Singapore counsel to Fore requested that the SIC provide guidance and intervention in investigating these claims and to take such appropriate action as the SIC deems fit, including requesting the Independent Directors to comply with the Singapore Code. On April 9, 2007, Singapore counsel to the Company informed the SIC that the Company strongly disagrees with the allegations that the Circular and the Independent Directors failed to comply with the Singapore Code.
The foregoing description of the letter submitted to the SIC on behalf of Fore does not purport to be complete and is qualified in its entirety by reference to the full text thereof filed as Exhibit 6 to this Schedule 14D-9 and incorporated by reference herein. The Company is not able to predict the effect, if any, that the letter submitted to the SIC on behalf of Fore may have on any aspect of the Offer or any matter relating to the Offer.
No Solicitation or Recommendation
Neither this Schedule 14D-9 nor any of the exhibits hereto constitutes a solicitation or recommendation with respect to the Options Proposal, the Offer or the Convertible Notes Offer.
Responsibility Statement
The Directors of the Company (including those who have delegated detailed supervision of this Schedule 14D-9) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Schedule 14D-9 are fair and accurate and that no material facts have been omitted from this Schedule 14D-9, and they jointly and severally accept responsibility accordingly.
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Item 9. | Exhibits. |
Exhibit | ||
No. | Description | |
1 | Letter agreement between STATS ChipPAC Ltd. and the Offeror dated April 9, 2007 regarding certain tax withholding and tax payments | |
2 | Corporate Release of STATS ChipPAC Ltd. dated April 10, 2007 with regard to letter agreement between STATS ChipPAC Ltd. and the Offeror | |
3 | Letter to Optionholders from the Offeror dated April 9, 2007 | |
4 | Supplemental Questions & Answers provided to STATS ChipPAC Optionholders by the Offeror (FAQ) | |
5 | Letter to Optionholders from STATS ChipPAC Ltd. dated April 10, 2007 | |
6 | Letter to Singapore Securities Industries Council from Singapore counsel to Fore Research & Management dated April 4, 2007 | |
7 | Corporate Release of STATS ChipPAC Ltd. dated April 10, 2007 with regard to letter to Singapore Securities Industries Council from Singapore counsel to Fore Research & Management |