TAIPEI, January 15, 2015 /PRNewswire/ — Advanced Semiconductor Engineering, Inc. (TWSE: 2311; NYSE: ASX) (ASE) announces that today its board of directors passed resolutions to spin-off of its subsidiary Universal Scientific Industrial Co., Ltd. ("USI") as part of an effort to enhance operational flexibility via structural adjustments. Where necessary, ASE will integrate the business activities of USI with those of other business entities within the group with the aim of achieving increased integral operational efficiency by integrating various group resources dedicated to specialized business operations.
At today’s board meeting, subsidiary USI also passed resolutions authorizing the spin-off as well as capital reduction proposals that will assign its investment business with an estimated value of NTD 35.5 billion (including assets, liabilities and business) to USI, Inc. ("New USI"), a newly established business entity. New USI will issue approximately 1 billion new shares at the ratio of 1,000 existing USI shares to 609.2743815 new shares. At the same time, USI plans to undergo a capital reduction of NTD 16,013 million by reducing 975.62902474 shares per 1,000 shares (a reduction ratio of 97.56%). After the capital reduction, the share capital of USI will be reduced from NTD 16,413 million to NTD 400 million. The record date of the spin-off and capital reduction is March 6, 2015. This proposal will be submitted to a special shareholders’ meeting of USI to be held on February 2, 2015.
ASE holds a total of 1,625 million common shares in USI, a 99.01% shareholding. After the record date of the USI spin-off and capital reduction, ASE’s shareholding is expected to decrease to 39.603 million shares with the same 99.01% shareholding. At the same time, ASE will acquire 990 million shares in New USI, with a 99.01% shareholding. The spin-off is part of the internal structural adjustments in the ASE group and will not have impact on the financial position and business operation of ASE.
About The ASE Group
The ASE Group is the world’s largest provider of independent semiconductor manufacturing services in assembly, test, materials and design manufacturing. As a global leader geared towards meeting the industry’s ever growing needs for faster, smaller and higher performance chips, the Group develops and offers a wide portfolio of technology and solutions including IC test program design, front-end engineering test, wafer probe, wafer bump, substrate design and supply, wafer level package, flip chip, system-in-package, final test and electronic manufacturing services through Universal Scientific Industrial Co., Ltd., a member of the ASE Group. For more information about the ASE Group, visit www.aseglobal.com.
About Universal Scientific Industrial Co., Ltd.
Established in 1974 and with a capital of NTD 16.4 billion, USI mainly engages in the manufacturing, processing, purchase and sale of various computer and IT peripherals, thick film hybrid circuits, wireless LAN equipment, electronic parts and components and personal computers and their parts and specializes in providing a comprehensive solution for electronic manufacturing services.
Safe Harbor Notice
This press release contains "forward-looking statements" within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended, including statements regarding our future results of operations and business prospects. Although these forward-looking statements, which may include statements regarding our future results of operations, financial condition or business prospects, are based on our own information and information from other sources we believe to be reliable, you should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release. The words "anticipate," "believe," "estimate," "expect," "intend," "plan" and similar expressions, as they relate to us, are intended to identify these forward-looking statements in this press release. Our actual results of operations, financial condition or business prospects may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including risks associated with cyclicality and market conditions in the semiconductor or electronic industry; changes in our regulatory environment, including our ability to comply with new or stricter environmental regulations and to resolve environmental liabilities; demand for the outsourced semiconductor packaging, testing and electronic manufacturing services we offer and for such outsourced services generally; the highly competitive semiconductor or manufacturing industry we are involved in; our ability to introduce new technologies in order to remain competitive; international business activities; our business strategy; our future expansion plans and capital expenditures; the strained relationship between the Republic of China and the People’s Republic of China; general economic and political conditions; the recent global economic crisis; possible disruptions in commercial activities caused by natural or human-induced disasters; fluctuations in foreign currency exchange rates; and other factors. For a discussion of these risks and other factors, please see the documents we file from time to time with the Securities and Exchange Commission, including our 2013 Annual Report on Form 20-F filed on April 17, 2014.
Joseph Tung, Chief Financial Officer
Room 1901, 333, Keelung Rd., Sec. 1
Eddie Chang, Senior Director
Taipei, Taiwan, 110
Joseph Su, Senior Manager
Tel: + 886.2.6636.5678
Michelle Jao, Manager (US Contact)
Fax: + 886.2.2757.6121
Tel: + 1.510.687.2481
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