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SPIL and ASE execute Joint Share Swap Agreement to establish industrial holding company

April 2018

Jones Day advised Siliconware Precision Industries Co., Ltd. ("SPIL", TWSE Code: 2325, NASDAQ Code: SPIL), a global leading OSAT (outsourced semiconductor assembly and test) company, in the execution of a Joint Share Swap Agreement with Advanced Semiconductor Engineering, Inc. ("ASE", TWSE Code: 2311, NYSE Code: ASX), the global leader in the same industry, to jointly establish a new multi-billion-dollar "industrial holding company" ("New HoldCo") by two simultaneous share swaps. The joint share swaps will result in (1) New HoldCo issuing its shares as consideration in exchange for all ASE shares at the swap ratio to exchange 1 ASE common share for 0.5 NewHold Co common shares; and (2) New HoldCo paying NT$51.2 in cash per SPIL common share as consideration to swap all SPIL shares (the cash consideration is valued at approximately NT$173 billion (US$5.7 billion)), thereby making ASE and SPIL wholly-owned subsidiaries of New HoldCo.

The transaction which was unanimously approved by the boards of directors of ASE and SPIL on June 30, 2016, entitles each SPIL shareholder to receive NT$51.2, which represents NT$55, the original per share consideration under the Joint Share Swap Agreement, minus a cash dividend and a return of capital reserve of NT$3.8 per share in total, distributed by SPIL on July 1, 2016. Besides, the Taiwan Fair Trade Commission issued a no objection letter in respect of the transaction on November 16, 2016. The completion of the transaction is further subject to the approvals of ASE's and SPIL's respective shareholder meetings and the clearances issued by the other countries' competition agencies.

In addition to M&A representation, Jones Day provided antitrust advice regarding this transaction.

For additional information about this matter, please contact: Jack J.T. Huang, Thomas T.M. Chen

Client(s): Siliconware Precision Industries Co., Ltd.
Office(s): Taipei