ChipMOS (IMOS) Issues Update on Pending Merger
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ChipMOS TECHNOLOGIES (Bermuda) LTD. (Nasdaq: IMOS) announced it expects to close on October 31, 2016 the merger of ChipMOS Bermuda with and into its 58.3% owned subsidiary ChipMOS TECHNOLOGIES INC.
Pursuant to the previously announced agreement and plan of merger, dated January 21, 2016, by and between ChipMOS Bermuda and ChipMOS Taiwan (the "Merger Agreement"):
- ChipMOS Taiwan will be the surviving company after the Merger.
- In accordance with the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each common share of IMOS, par value US$0.04 per share (each, an "IMOS Share", and collectively, the "IMOS Shares"), issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right by each holder of such cancelled IMOS Shares to receive, with respect to each such IMOS Share,
- (i) 0.9355 American depositary share (each, a "ChipMOS Taiwan ADS", and collectively, the "ChipMOS Taiwan ADSs"), each ChipMOS Taiwan ADS representing 20 common shares of ChipMOS Taiwan, par value NT$10 per share (each, a "ChipMOS Taiwan Share", and collectively, the "ChipMOS Taiwan Shares") (the "Share Consideration"), and
- (ii) US$3.71 in cash, without interest, net of any applicable withholding tax (the "Cash Consideration" and together with the Share Consideration and any cash-in-lieu payment of any fractional ChipMOS Taiwan ADS, the "Merger Consideration").
Trading is expected to be suspended in the common shares of ChipMOS Bermuda on the NASDAQ Capital Market ("NASDAQ") as of 4:00 p.m. (New York time) on Friday, October 28, 2016. NASDAQ notification to the U.S. Securities and Exchange Commission (the "SEC") for the delisting of IMOS's registered securities is expected on Monday, October 31, 2016. ChipMOS Bermuda intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC after the closing of the Merger. ChipMOS Bermuda's obligation to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended as of the filing date of the Form 15 and will cease once the deregistration becomes effective.
Trading of the to-be-issued ChipMOS Taiwan ADSs is expected to commence on NASDAQ under the ticker symbol "IMOS" on Tuesday, November 1, 2016.
ChipMOS Taiwan Shares will continue to trade on the TWSE under the current ticker symbol "8150."
The Company expects to report financial results for the third quarter of 2016 on Thursday, November 10, 2016 before the NASDAQ open (New York time).
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