-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EjOCcZXu1KdOKo9PNyS8K6jF53wW39iMVmbQnw7YEydM+xh7WvAJJEZqCEKCcxQz 6DxCkmLH3nTZws8Ug2oh5g== 0001145549-04-000180.txt : 20040212 0001145549-04-000180.hdr.sgml : 20040212 20040212141035 ACCESSION NUMBER: 0001145549-04-000180 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIPPAC INC CENTRAL INDEX KEY: 0001093779 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770463048 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31173 FILM NUMBER: 04589981 BUSINESS ADDRESS: STREET 1: 47400 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5109798000 MAIL ADDRESS: STREET 1: 47400 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 BUSINESS PHONE: 657555885 MAIL ADDRESS: STREET 1: 5 YISHUN ST 23 CITY: SINGAPORE STATE: U0 ZIP: 768442 425 1 u92287e425.txt ST ASSEMBLY TEST SERVICES LTD This communication is filed pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: ChipPAC, Inc. Commission File Number: 000-31173 Date: February 12, 2004 The following is a form of letter sent to suppliers of ST Assembly Test Services Ltd and ChipPAC, Inc. STRICTLY CONFIDENTIAL LETTER TO SUPPLIERS Dear Supplier [insert supplier name here], As you might have heard from the news on February 10th, STATS and ChipPac, have announced that they have entered into a definitive agreement to merge. As a supplier of [STATS/ChipPac], we would like to give you more details of the merger and highlight some of the potential opportunities moving forward. The merger of STATS and ChipPac will create one of the world's premier independent semiconductor assembly and test solutions companies with over US$1 Billion in revenue in 2004. It will have one of the broadest portfolios of assembly products and leadership in advance packaging technologies such as stacked die, SiP and wafer level packaging. The new company will have a global blue-chip roster of major semi-conductor customers and manufacturing footprint spanning Korea, China, Taiwan, Malaysia, Singapore and the United States. It will also have exposure to the two fastest growing market segments - communications and digital consumer electronics, and have one of the strongest balance sheet and credit profiles in the industry, improving our financial stability. The merger is still subject to customary regulatory approvals and shareholder votes and is expected to close by the end of the second quarter of calendar year 2004. Going forward, the new company will have the scale and scope to deepen and broaden relationships with its preferred suppliers who can provide it with the best combination of service, price and quality, a significant opportunity for our suppliers. In the near term, we do not anticipate any changes to the current procurement process or your contact persons within [STATS/ChipPac],. We will honor our existing supply agreements, and we will be looking forward to your maintaining the current levels of service and quality you have been providing to us. We will keep you updated on the merger process and any changes to our procurement processes. If you have any questions or queries, please do not hesitate to get in touch with [insert procurement contact name here]. Yours sincerely, VP, Procurement or Procurement Director DISCLAIMER This letter contains forward-looking statements including statements concerning the proposed merger involving STATS and ChipPAC, the expected financial performance of STATS and ChipPAC, as well as the strategic and operational plans of STATS and ChipPAC. Actual events or results may differ materially from those described in this memo due to a number of risks and uncertainties including, among others, the possibility that the transaction will not close or that the closing may be delayed; the ability of STATS and ChipPAC to successfully integrate their operations and employees; the introduction of new products by competitors or the entry of new competitors into the markets for the products of STATS and ChipPAC; and economic and political conditions in the U.S. and abroad. More information about potential factors that could affect the business and financial results of STATS or ChipPAC is included in each of their filings with the Securities and Exchange Commission (the "SEC") which are available at the SEC's website at www.sec.gov. Neither STATS nor ChipPAC undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this letter. In connection with their proposed merger, STATS and ChipPAC will file a proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other documents filed by STATS and ChipPAC at the SEC's web site at www.sec.gov. The proxy statement/prospectus and such other documents may also be obtained for free from STATS by contacting STATS Investor Relations in the United States at telephone (408) 586-0608 or email daviesd@statsus.com, or in Singapore at telephone (65) 6824-7705 or email angelaine@stats.st.com.sg, and from ChipPAC by contacting ChipPAC Investor Relations at telephone (510) 979-8220 or email ir@chippac.com. STATS, ChipPAC and certain of each of their executive officers and directors may be deemed to be participants in the solicitation of proxies of ChipPAC's stockholders in connection with the proposed merger. Certain of such individuals may have interests in the proposed merger, including as a result of holding options or shares of ChipPAC common stock. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of such persons involved in the solicitation by reading the proxy statement/prospectus when it becomes available. -----END PRIVACY-ENHANCED MESSAGE-----