| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) |
| SILICONWARE PRECISION INDUSTRIES CO., LTD. |
| (Name of Issuer) |
|
Common Shares, Par Value NT$10.00 Per Share and American Depositary Shares, Each Representing Five Common Shares |
| (Title of Class of Securities) |
| 827084864 (American Depositary Shares) |
| (CUSIP Number of Class of Securities) |
| TW0002325008 (Common Shares) |
| (ISIN Number of Class of Securities) |
|
Joseph Tung Room 1901, No. 333, Section 1 Keelung Rd. Taipei, Taiwan, 110 Republic of China Tel: +886 2-6636-5678 |
|
(Name, Address and Telephone Number of Person
Authorized to
With a copy to: George R. Bason, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: +1 (212) 450-4000
|
| October 6, 2015 |
| (Date of Event which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐ |
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
|
CUSIP No. 827084864 |
|
| 1. |
Names of Reporting Persons.
Advanced Semiconductor Engineering, Inc. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Source of Funds (See Instructions)
WC |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6. |
Citizenship or Place of Organization
Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. |
Sole Voting Power
779,000,000 |
| 8. |
Shared Voting Power
| |
| 9. |
Sole Dispositive Power
779,000,000 | |
| 10. |
Shared Dispositive Power
|
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
779,000,0001 |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. |
Percent of Class Represented by Amount in Row (11)
24.99% |
| 14. |
Type of Reporting Person (See Instructions)
HC, CO |
__________________________
1 Includes 725,749,060 Common Shares of Siliconware Precision Industries Co., Ltd. (“SPIL”), par value NT$10.00 per share (“Common Shares”) and 10,650,188 American depositary shares (“ADSs”) of SPIL, each representing five Common Shares.
Item 1. Security and Issuer
Advanced Semiconductor Engineering, Inc. ( “ASE”) hereby amends and supplements its report on Schedule 13D, as filed on October 2, 2015 13D (the “Schedule 13D”), with respect to the Common Shares, NT$10 par value per share, (the “Common Shares”), and American depositary shares, each representing five Common Shares (“ADSs”), of Siliconware Precision Industries Co., Ltd., a company limited by shares under the Company Law of the Republic of China (“SPIL). Unless otherwise indicated, capitalized terms used in this Amendment No. 2, but not defined herein, shall have the meaning assigned to such terms in the Schedule 13D.
Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On October 6, 2015, ASE sent emails to SPIL shareholders, a form of which is attached as Exhibit 6.
Item 7. Material to be Filed as Exhibits
Exhibit 6: Form of Email to SPIL Shareholders from ASE dated October 6, 2015.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 6, 2015
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
| |
| By: | /s/ Joseph Tung |
| Name: Joseph Tung | |
| Title: Chief Financial Officer | |
EXHIBIT 6
Dear
,
We hope this email finds you well.
As you may be aware, the EGM for Siliconware Precision Industries Co., Ltd. (NADAQ: SPIL) will take
place on October 15, 2015.
We would like to highlight for you that under the Deposit Agreement between SPIL and JP Morgan as
the depositary of the SPIL ADSs, there are no pass through voting rights for ADS holders.
| • | The SPIL Deposit Agreement adopts a “split voting” mechanism, which means that if holders of at least 51% of the ADSs outstanding at the relevant record date instruct JP Morgan to vote in a certain manner regarding a proposal, including the October 15 EGM proposals, JP Morgan will vote all outstanding ADSs in the manner so instructed. |
| • | If by the relevant record date JP Morgan has not received instructions from holders of at least 51% of the ADSs to vote in the same manner, then JP Morgan will appoint SPIL’s Chairman, or his designee, as proxy to vote all the shares represented by ADSs at his sole discretion, which may not be in your interest. |
The
SPIL EGM proposals relating to the Hon Hai deal are ill-advised and value destructive which, if approved by shareholders, will
be extremely dilutive and detrimental to shareholders’ rights. We are not the only one that thinks the SPIL EGM proposals
are bad for shareholders. ISS and Glass Lewis, the world’s foremost proxy advisors have recommended that you REJECT the
EGM proposals.
Given the nature of the ADS split voting and the severity of the damage that shareholders may suffer
if the EGM goes through, we respectfully urge you to contact JP Morgan as soon as possible, and also pass this information
to other fellow SPIL ADS holders that you know of, so that you and the other fellow SPIL ADS holders can timely instruct JP Morgan
to vote “AGAINST” the SPIL EGM proposals.
Please note that as a matter of market practice, custodian banks usually impose a voting cutoff
date prior to shareholders’ meetings.