Exhibit 99.21
Project Island –Discussion MaterialsDecember 17, 2015 Confidential – For Discussion & General Information Purposes Only
DisclaimerThese materials are provided solely for the information of the Board of Directors (the “Board”) of Barbados, Ltd. (the “Company” or “Barbados”) by Wells Fargo Securities, LLC (“Wells Fargo Securities”) in connection with a potential merger (the “Transaction”) involving the Company and Tahiti, Inc. (“Tahiti”). These materials are for discussion purposes only, are incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Wells Fargo Securities and may not be relied upon by any security holder of the Company or any other third party for any purpose whatsoever. These materials were prepared for a specific use by specific persons and were not prepared with a view to public disclosure or to conform with any disclosure standards under securities laws or otherwise. These materials were not prepared for use by readers not as familiar with the businesses and affairs of the Company and Tahiti as the Board and, accordingly, none of the Board, the Company, Wells Fargo Securities or their respective advisors takes any responsibility for these materials if used by persons other than the Board.These materials were provided on a confidential basis solely for the information of the Board and may not be disclosed to or shared with others, in whole or in part, or summarized or otherwise referred to except as agreed to in writing by Wells Fargo Securities. Notwithstanding the foregoing, Wells Fargo Securities imposes no restrictions on the disclosure by the Company (including its employees, representatives and agents) of the tax treatment or tax structure of any transaction, including those portions of any materials containing such information that are provided by Wells Fargo Securities to the Company. Any tax statement contained in these materials is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding any penalties under the United States Internal Revenue Code or other tax related penalties or (ii) promoting, marketing, or recommending the transaction or matters to which the statement relates. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Wells Fargo Securities is not an expert on, and nothing contained herein should be construed as advice with regard to, legal, accounting, regulatory, insurance or tax matters.These materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date of these materials. None of the Board, the Company or Wells Fargo Securities undertakes any obligation to update, revise or reaffirm these materials. Any views expressed in these materials are subject to change without notice and may differ from or be contrary to other views expressed by Wells Fargo Securities or its affiliates. These materials are not intended to provide the sole basis for evaluation of the Transaction, do not purport to contain all information that may be required and should not be considered a recommendation with respect to the Transaction. The analyses contained in these materials must be considered as a whole. Selecting portions of the analyses, without considering all analyses, would create an incomplete view and may be misleading. The analyses, the order in which they are presented and the results thereof do not represent relative importance or weight given to them by Wells Fargo Securities. The implied reference ranges indicated by Wells Fargo Securities’ analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired, which may depend on a variety of factors, many of which are beyond the control of Wells Fargo Securities. In preparing these materials, Wells Fargo Securities has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other participant in the Transaction, and Wells Fargo Securities was not provided with any such appraisal or evaluation.Wells Fargo Securities has assumed and relied upon the accuracy and completeness of the financial and other information obtained from management of the Company and other participants in the Transaction and public sources without assuming any responsibility for independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with management of the Company, other participants in the Transaction or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). Wells Fargo Securities takes no responsibility for such estimates or forecasts or the assumptions on which they are based. In addition, Wells Fargo Securities has relied upon and assumed, without independent verification, that the final forms of the draft documents reviewed by Wells Fargo Securities will not differ in any material respect from such draft documents.Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, member FINRA and SIPC. Project Island 2
Reactions to Tsinghua’s NT$12.0 Billion Investment in Tahiti at NT$40.0 per Common Share Analyst Commentary“The stock should react positively, given the 24% premium. Faster group restructuring (the IMOS merger) would be positive for ChipMOS’s long-term share value, we believe. We also think this is slightly negative for ChipMOS’s competitors’ industry position, in particular forPowertech in memory packaging and Chipbond in LCD driver IC backend.”– Morgan Stanley, 12/11/15Barbados Stock Price Reaction ($ in USD) $20.50 Barbados closed at $19.48; up 4.5% from prior day’s close, up 6.4% against S&P 500 $20.00 Transaction announced before U.S. market opened on $19.39 $19.50 December 11$19.00$18.50 $18.00 12/7/15 12/8/15 12/9/15 12/10/15 12/11/15 12/14/15 Tahiti Stock Price Reaction($ in NTD) $36.00 Tahiti closed at NT$34.75; up 8.1% from prior day’s close, up9.0% against Taiwan TAIEX $35.00 $34.75 $34.00 Transaction announced afterTaiwan market closed on $33.00 December 11$32.00 $31.00 12/6/15 12/7/15 12/8/15 12/9/15 12/10/15 12/13/15Source: Wall Street research and FactSet; Note: As of 12/14/15 Project Island 3
Barbados – Implied HoldCo Discount Analysis ($ in USD; $ and Shares in Millions, except per share) Barbados Capitalization Tahiti Capitalization Tahiti Market Capitalization1 $917.0 Tahiti Share Price as of 12/14/15 (NTD) NTD$34.00Tahiti Shares Held by Barbados2 522.080 Exchange Rate (NTD/USD) as of 12/14/15 33.218% Implied Economic Ownership 58.3% Tahiti Share Price as of 12/14/15 (USD) $1.02Implied Value of Barbados Ownership $534.4 Tahiti Basic Shares Outstanding2 895.924 Plus: Net Barbados Cash3 61.1 Tahiti Market Capitalization (USD) $917.0 Implied Equity Value of Barbados $595.4 Less: Cash3 289.2 Barbados Fully Diluted Shares Outstanding4 27.886 Plus: Debt3 243.0 Implied Barbados Value per Share ("NAV per Share") $21.35 Tahiti Enterprise Value (USD) $870.8 Barbados Closing Share Price as of 12/14/15 $19.39 Implied Trading Discount to NAV per Share (9.2%) Barbados Trading Discount to NAV – Last Twelve Months5 Implied Discount 1 Year Avg. Discount 6 Month Avg. Discount (Discount) 10% 0%/NAV (10%) to (14.7%) Premium (14.8%) (20%)(30%) Source: Tahiti and Barbados filings, Tahiti management, market data from FactSet and Capital IQ as of 12/14/15Based on Tahiti basic shares outstanding of 895.924 million as of 11/30/15 and Tahiti share price of $1.02 as of 12/14/15 using an exchange rate of 33.218 NTD/USD. Tahiti basic shares outstanding and Tahiti Shares Held by Barbados as of 11/17/15 Based on 11/30/15 balance sheet for Barbados and Tahiti respectively “Barbados Fully Diluted Shares Outstanding” based on Barbados basic shares outstanding of 27.228 million and 1.122 million options and 0.629 million using the treasury stock method Based on historical ownership levels of Tahiti by Barbados using Barbados filings Project Island
Total Pro Forma Operating Expense Adjustments($ in USD, $ in Millions) Barbados Operating Expenses Before Merger Adjustments Pro Forma Payroll $0.5 $0.0 $0.5 CEO, CFO & Silvia Bonus/Option Compensation 2.5 (1.4) 1.1 Amortization 1.7 (1.7) 0.0 Postage & Non-Product Freight 0.0 (0.0) 0.0 Services and Listing Costs 3.7 (3.5) 0.2 License 0.0 0.0 0.0 Local Government Fee, Stamp Duty and etc. 0.1 0.0 0.1 Travel Expenses 0.0 0.0 0.0 Advertising Expenses 0.1 0.0 0.1 Miscellaneous Expenses 0.0 0.0 0.0 Property Insurance 0.0 0.0 0.0 Total $8.5 ($6.5) $2.0 Source: Barbados management Project Island 5
2016E Accretion / (Dilution) Summary($ in USD; $ and Shares in Millions, except per share data)BASIC EPS METHODFiscal Year Ending 2016Tahiti Total Adj. Combined Total Net Sales $610.1 0.0 $610.1 Cost of Goods Sold (Excluding D&A)1 394.4 (1.4) 393.0 Gross Profit 215.7 1.4 217.1 Total SG&A2 48.1 2.0 50.2 EBITDA 167.5 (0.6) 166.9 Depreciation & Amortization 108.3 0.0 108.3 EBIT 59.2 (0.6) 58.6 Interest Income3 2.3 (0.2) 2.1 Foreign Exchange Gain (Loss) 0.0 0.0 0.0 Other Gain (Loss)4 2.4 (2.7) (0.2) Interest Expenses (6.1) 0.0 (6.1) Pre-Tax Income 57.8 (3.4) 54.4 Income Taxes Expense5 14.7 (0.9) 13.8 Consolidated Net Income 43.2 (2.6) 40.6 Attributable to Non-Controlling Interests 0.0 0.0 0.0 Net Income Available to Common $43.2 ($2.6) $40.6 Weighted Average Fully Diluted Shares Outstanding 896.304 (34.670) 861.634 Earnings per Share $0.05 $0.05 ($0.001) (2.2%)Source: Tahiti managementNote: Weighted Average Fully Diluted Shares Outstanding based on share counts provided by Tahiti management 1 COGS adjustment represents savings from inter-company royalty fee paid to Barbados2 SG&A adjustment determined as $8.5 million of standalone Barbados SG&A less $2.8 million of intercompany expenses, $2.3 million of Barbados one-time merger expenses, $0.4 million of director compensation and $1.0 million of other operating cost savings 3 Interest income adjustment represents interest income foregone on cash used in Merger and assumes interest income rate of 0.5%4 Adjustment to Other Gain (Loss) largely represents $2.8 million intercompany adjustments which is taken out of Barbados SG&A, i.e. cancels out $2.8 million reduction in Barbados SG&A from intercompany expenses5 Represents tax implications of the adjustments to Tahiti’s income statements
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