Advanced Semi (ASX), SPIL (SPIL) Receive Taiwan FTC Clearance for Proposed Merger

November 18, 2016 6:01 AM EST
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Advanced Semiconductor Engineering, Inc. (NYSE: ASX) and Siliconware Precision Industries Co., Ltd. (Nasdaq: SPIL) jointly announced today that on November 16, 2016, the Taiwan Fair Trade Commission (the "TFTC") resolved to give clearance to the notification submitted by ASE on July 29, 2016, in respect of the merger participated by ASE and SPIL as well as a new holding company established through share exchange (the "Share Exchange") between the two companies based on the joint share exchange agreement between ASE and SPIL dated June 30, 2016 (the "Joint Share Exchange").

ASE and SPIL respectfully agree with the TFTC's press release, which indicates, among other things, that "the overall economic benefits outweigh the disadvantages resulting from competition restrictions from the Share Exchange", "most of the respondents think the dual-brand independent operation model will reduce the impacts of adjusting the price", "the Share Exchange has not caused obvious restrictive effects on competition in the global semiconductor packaging and testing market" and "the Share Exchange will also stimulate the development of technology for related industry supply chain." ASE and SPIL firmly believe the completion of the Share Exchange will help improve their strategic position and create new opportunities for the future development and sustainable operations of the semiconductor industry, and will allow both companies to provide customers with better-quality, more efficient and wider -spectrum of packaging and testing services.

According to the Joint Share Exchange Agreement, the Share Exchange is subject to approval, consent or a decision not to prohibit the transaction by the antitrust law enforcement authorities of relevant countries or regions and approval by the shareholders' meetings of each of ASE and SPIL. ASE and SPIL will continue to obtain necessary approvals for the Share Exchange in accordance with the Joint Share Exchange Agreement and relevant laws and regulations.

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