HONG KONG, DONGGUAN, China and MILPITAS, Calif., Dec. 31 /PRNewswire-FirstCall/ -- On September 22, 2009, ASAT Holdings Limited (ASTTY.PK) (the "Company"), a global provider of semiconductor package design, assembly and test services, announced that its Board of Directors had commenced a formal process to seek strategic alternatives, which could include the sale of the Company or one or more of its subsidiaries.
Today, the Company announced that it has reached an agreement (the "Agreement") with United Test and Assembly Center, Ltd., a Singapore corporation, or its affiliates ("UTAC"), to sell to UTAC all the shares in ASAT Limited, the Company's wholly owned subsidiary, which is itself the indirect parent of ASAT Semiconductor (Dongguan) Limited, the only operating subsidiary of the Company. As part of the proposed transaction, UTAC will also purchase the rights to inter-company loans that have been made by the Company and New ASAT (Finance) Limited ("ASAT Finance") to ASAT Limited. ASAT Finance is a direct subsidiary of ASAT Limited and the issuer of the US$150 million principal amount of 9.25% Senior Notes due 2011 (the Notes") that have been guaranteed by the Company. ASAT Limited intends to transfer the outstanding shares of ASAT Finance to the Company prior to completion of the sale, such that ASAT Finance will become a direct subsidiary of the Company and will not be transferred to UTAC as part of the transactions set forth above (the "Sale Process").
The consideration for the Sale Process will be US$44,643,887, subject to a downward post-closing adjustment of up to US$5,000,000, which is calculated on the basis of working capital, debt and certain additional factors.
As a result of the above transactions, the material assets of the Company will consist only of the proceeds of the sale of the shares of ASAT Limited and the Company's loan receivable as well as the shares of ASAT Finance and the shares of Newhaven Limited, a dormant British Virgin Islands company with certain dormant direct and indirect subsidiaries. The assets of ASAT Finance will comprise of only the proceeds of the sale of the loan receivable of ASAT Finance. The liabilities of the Company include its obligations as a guarantor under the Existing Notes and a borrower under a certain purchase money loan agreement (the "PMLA"), plus certain debts to professional advisors. The liabilities of ASAT Finance consist of its obligations as issuer of the Existing Notes.
It is the intention of the Company as soon as possible after the Completion of the Sale Process to appoint a liquidator and to enter into a members' voluntary liquidation under the laws of the Cayman Islands. The liquidator is expected to distribute the proceeds of the Sale Process to the stakeholders of the Company and of ASAT Finance and then to wind up the Company and ASAT Finance. As the proceeds of the Sale Process will not be sufficient to satisfy the obligations of the Company and of ASAT Finance to their creditors, including the holders of the Existing Notes and the lenders under the PMLA, the Company does not believe that holders of ASAT's common stock and American Depository Shares will receive any proceeds from the distribution of assets upon liquidation (including the proceeds from the Sale Process).
The disposal of all or substantially all of the assets of the Company, as contemplated under the Agreement, will require the approval of the shareholders of the Company as an ordinary resolution. Notice will be sent to shareholders shortly informing them of the holding of an Extraordinary General Meeting for this purpose.
The completion of the Agreement is also subject to certain other conditions including the approvals of holders of a majority of the outstanding principal amount of the Existing Notes and of the PMLA lenders.
About ASAT Holdings Limited
ASAT Holdings Limited is a global provider of semiconductor package design, assembly and test services. With 20 years of experience, the Company offers a definitive selection of semiconductor packages and world-class manufacturing lines. ASAT's advanced package portfolio includes standard and high thermal performance ball grid arrays, leadless plastic chip carriers, thin array plastic packages, system-in-package and flip chip. ASAT was the first company to develop moisture sensitive level one capability on standard leaded products. Today, the Company has operations in the United States, Asia and Europe. For more information, visit http://www.asat.com/.
About United Test and Assembly Center Ltd
United Test and Assembly Center Ltd (UTAC) is a leading independent provider of semiconductor assembly and testing services for a broad range of integrated circuits including memory, mixed-signal, logic and radio-frequency ICs. The Group offers a full range of package and test development, engineering and manufacturing services and solutions to a worldwide customer base, comprising leading integrated device manufacturers (IDMs), fables companies and wafer foundries. UTAC operates manufacturing facilities in Singapore, Thailand, Taiwan and China, in addition to its global network of sales offices in the United States, Europe, Japan, Korea, China and Singapore. For more information, please visit http://www.utacgroup.com/
Safe Harbor
This news release contains statements and information that involve risks, uncertainties and assumptions. These statements and information constitute "forward-looking statements" within the meaning of federal securities laws including 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. Such forward-looking statements, including statements regarding the Sale Process, its timing and our continuation as a going concern, involve known and unknown risks, uncertainties, assumptions and other factors that could cause the actual performance, financial condition or results of operations of ASAT Holdings Limited to differ materially from those expressed or implied in any forward-looking statement. Investors are cautioned that actual events and results could differ materially from those contained in these statements as a result of a variety of factors, including: whether the Company can remain a primary source of packaging and assembly services in the semiconductor industry and continue to stay at the leading edge of packaging technology; the ability of the Company and its shareholders, noteholders, and other lenders to agree to and effectively complete the Sale Process in a timely manner or at all; the risk that the Company may not be able to continue as a going concern if such a process is not so implemented and that its operations may be materially adversely affected during or after its discussions with noteholders if, for example, its customers and/or suppliers determine that the Company presents credit or supply risks; the Company's ability to maintain and enhance its operational metrics on an ongoing basis; the risk that the Company will not be able to obtain adequate future funding for its operations; the Company's dependence on the highly cyclical semiconductor market; acceptance and demand for the Company's products and services; and those risks, uncertainties, assumptions and other factors stated in the section entitled "Risk Factors" in our Annual Report on Form 20-F filed with the United States Securities and Exchange Commission on October 30, 2008 and the section entitled "Risk Factors" in our current reports on Form 6-K filed with the United States Securities and Exchange Commission containing quarterly financial information. The forward-looking statements in this release reflect the current beliefs and expectations of the Company as of this date, and the Company undertakes no obligation to update these projections and forward-looking statements to reflect actual results or events or circumstances that occur after the date of this news release.
The websites referred to above are provided for informational purposes only and the contents thereof are not intended to be incorporated in this news release.
ASAT Holdings Limited
CONTACT: For ASAT Holdings, Jim Fanucchi, Summit IR Group Inc.,
+1-408-404-5400, ir@asat.com; or For UTAC, Chong Chow Pin, Group Corporate
Development, Email: ir@sg.utacgroup.com, or Josephine Lim, Group Corporate
Communications, Email: media@sg.utacgroup.com, Tel: (65) 6481-0033, Fax: (65)
6551-1521
Web Site: http://www.asat.com/
