HSINCHU, November 12, 2014 /PRNewswire-FirstCall/ — ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS” or the “Company”) (Nasdaq: IMOS), an industry leading provider of outsourced semiconductor assembly and test services (“OSAT”), today announced that its Board of Directors has approved a proposed plan (the “Merger”) to merge its ChipMOS TECHNOLOGIES INC. (“ChipMOS Taiwan”) and ThaiLin Semiconductor Corp. (“ThaiLin”) subsidiaries. The Board of Directors at both subsidiaries have also approved the Merger, with the respective subsidiaries having now entered into a merger agreement (the “Merger Agreement”). Upon consummation, the merged entity would become a 58% owned subsidiary of ChipMOS TECHNOLOGIES (Bermuda) LTD. The proposed merger of the two subsidiaries is the latest development in the Company’s ongoing efforts to streamline its corporate and financial structure in order to better maximize potential efficiencies and to further build shareholder value.
Under the terms and conditions of the Merger Agreement, ThaiLin’s shareholders will be offered a combination of NT$12.5 in cash and 0.311 of one ChipMOS Taiwan share in exchange for each ThaiLin’ common share held. On consummation of the proposed Merger, ThaiLin will be merged with ChipMOS Taiwan. ChipMOS Taiwan will continue as the surviving merged entity and is expected to remain listed on the TWSE trading under its current stock ticker “8150“.
The Merger and effectiveness of the Merger Agreement are subject to the approval of greater than 50% of both ChipMOS Taiwan and ThaiLin shareholders entitled to vote in person or by proxy at the respective special general meetings to be held on December 30, 2014.
Completion of the Merger is expected to occur in June 2015 and is further subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement and the receipt of approvals from relevant Republic Of China governing authorities, including but not limited to the Fair Trade Commission, Financial Supervisory Commission, Taiwan Stock Exchange (“TWSE”) and Gre Tai Securities Market. The Company intends to work with all parties to satisfy conditions set forth in the Merger Agreement in order to complete the Merger.
About ChipMOS TECHNOLOGIES (Bermuda) LTD.:
ChipMOS TECHNOLOGIES (Bermuda) LTD. (“ChipMOS” or the “Company”) (NASDAQ: IMOS) (http://www.chipmos.com) is an industry leading provider of semiconductor assembly and testing services. With advanced facilities in Hsinchu and Southern Taiwan Science Parks in Taiwan and Shanghai, ChipMOS and its subsidiaries provide testing and assembly services to a broad range of customers, including leading fabless semiconductor companies, integrated device manufacturers and independent semiconductor foundries. The Company’s majority-owned subsidiary, ChipMOS Taiwan, is listed on TWSE under Stock Ticker 8150.
Certain statements contained in this announcement may be viewed as “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors are included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s other filings with the SEC.
Dr. S.K. Chen
ChipMOS TECHNOLOGIES (Bermuda) LTD.
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