Exhibit 99.5
MAGNACHIP SEMICONDUCTOR S.A.
MAGNACHIP SEMICONDUCTOR FINANCE COMPANY
LETTER TO CLIENTS
for offer to exchange
$300,000,000 Floating Rate Second Priority Senior Secured Notes due 2011
$200,000,000 6 7/8% Second Priority Senior Secured Notes due 2011
$250,000,000 8% Senior Subordinated Notes due 2014
for
$300,000,000 Floating Rate Second Priority Senior Secured Notes due 2011
$200,000,000 6 7/8% Second Priority Senior Secured Notes due 2011
$250,000,000 8% Senior Subordinated Notes due 2014
which have been offered in a transaction registered
under the Securities Act of 1933
Pursuant to the Prospectus dated , 2005
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 2005 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by MagnaChip Semiconductor S.A. (“MagnaChip S.A.”) and MagnaChip Semiconductor Finance Company (“MagnaChip Finance,” and together with MagnaChip S.A., “MagnaChip Semiconductor”) to exchange an aggregate principal amount of up to $300,000,000 of its Floating Rate Second Priority Senior Secured Notes due 2011 (the “New Floating Rate Second Lien Notes”), $200,000,000 of its 6 7/8% Second Priority Senior Secured Notes due 2011 (the “New Fixed Rate Second Lien Notes”) and $250,000,000 of its 8% Senior Subordinated Notes due 2014 (the “New Subordinated Notes” and, together with the New Floating Rate Second Lien Notes and the New Fixed Rate Second Lien Notes, the “New Notes”) in integral multiples of $1,000, which have been offered in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, for an equal principal amount of its outstanding $300,000,000 Floating Rate Second Priority Senior Secured Notes due 2011 (the “Old Floating Rate Second Lien Notes”), $200,000,000 6 7/8% Second Priority Senior Secured Notes due 2011 (the “Old Fixed Rate Second Lien Notes”) and $250,000,000 8% Senior Subordinated Notes due 2014 (the “Old Subordinated Notes” and, together with the Old Floating Rate Second Lien Notes and the Old Fixed Rate Second Lien Notes, the “Old Notes”), that were issued and sold in integral multiples of $1,000 in a transaction exempt from registration under the Securities Act.
The enclosed material is being forwarded to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, MagnaChip Semiconductor urges beneficial owners of Old Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to tender any or all of the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in order permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (AS SO EXTENDED, THE “EXPIRATION DATE”). Old Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.
Your attention is directed to the following:
| 1. | The Exchange Offer is an offer to exchange $1,000 principal amount at maturity of the New Notes for each $1,000 principal amount at maturity of the corresponding series of Old Notes. The terms of the New Notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the Old Notes for which they may be exchanged, except that the New Notes generally will not be subject to transfer restrictions or be entitled to registration rights and the New Notes will not have the right to earn additional interest under circumstances relating to our registration obligations. |
| 2. | THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE “EXCHANGE OFFER—CONDITIONS” IN THE PROSPECTUS. |
| 3. | The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on , 2005, unless extended. |
| 4. | MagnaChip Semiconductor has agreed to pay the expenses of the Exchange Offer, except as provided in the Prospectus and the Letter of Transmittal. |
| 5. | Any transfer taxes incident to the exchange of Old Notes under the Exchange Offer will be paid by MagnaChip Semiconductor, except as provided in the Prospectus and the Letter of Transmittal. |
The Exchange Offer is not being made to nor will exchange be accepted from or on behalf of holders of Old Notes in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
If you wish to have us tender any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED BY YOU TO TENDER OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
Instructions
The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein in connection with the Exchange Offer of MagnaChip Semiconductor relating to $300,000,000 aggregate principal amount of its Floating Rate Second Priority Senior Secured Notes due 2011, $200,000,000 aggregate principal amount of its 6 7/8% Second Priority Senior Secured Notes due 2011 and $250,000,000 aggregate principal amount of its 8% Senior Subordinated Notes due 2014, including the Prospectus and the Letter of Transmittal.
This form will instruct you to exchange the aggregate principal amount of Old Notes indicated below (or, if no aggregate principal amount is indicated below, all Old Notes) held by you for the account or benefit of the undersigned, on the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal.
If the undersigned instructs you to tender Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations,
2
that (a) any New Notes to be received by the undersigned will be acquired in the ordinary course of its business; (b) the undersigned is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the New Notes; (c) the undersigned is not an “affiliate” (as defined in Rule 405 under the Securities Act) of MagnaChip Semiconductor; (d) if the undersigned is a broker-dealer that receives New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of these New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; (e) if the undersigned is a broker-dealer, it did not purchase the Old Notes to be exchanged for the New Notes from the initial purchasers in the initial offering of the Old Notes; and (f) the undersigned is not acting on behalf of any person that could not truthfully and completely make the foregoing representations.
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES TO BE EXCHANGED
$ Floating Rate Second Priority Senior Secured Notes due 2011
$ 6 7/8% Second Priority Senior Secured Notes due 2011
$ 8% Senior Subordinated Notes due 2014
*I (we) understand that if I (we) sign these instruction forms without indicating an aggregate principal amount of Old Notes in the space above, all Old Notes held by you for my (our) account will be tendered for exchange.
Signature(s)
| ||
Capacity (Full Title), if Signing in a Fiduciary or Representative Capacity
| ||
Name(s) and Address(es), Including Zip Code
| ||
| Date: | ||
Area Code and Telephone Number
| ||
Taxpayer Identification or Social Security Number
| ||
3