-----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, TiZiAfy/5QIaxlqoXnB+ZNesiCWu2KG6ax3pVi85SSeJ67ArtGzrB1D293ecSoxR zPe9voiUFzC3IvFpXqb5dg== 0001193125-04-130707.txt : 20040804 0001193125-04-130707.hdr.sgml : 20040804 20040804065541 ACCESSION NUMBER: 0001193125-04-130707 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040804 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: 04949927 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 d425.htm FORM 425 Form 425

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:  August 4, 2004

 

 

The following is a press release, dated August 4, 2004, issued by ST Assembly Test Services Ltd (“STATS”) announcing the approval of all resolutions proposed at the STATS extraordinary general meeting, including the resolutions related to the ChipPAC merger.

 

 

 

STATS Shareholders Vote to Approve ChipPAC Merger

 

August 4, 2004 – ST Assembly Test Services Ltd (“STATS” – Nasdaq: STTS and SGX: ST Assembly) today announced that all of the shareholder resolutions proposed by STATS at its extraordinary general meeting of shareholders held on August 4, 2004 (the “STATS EGM”) were approved by STATS shareholders, including the resolutions related to the merger with ChipPAC, Inc. (“ChipPAC” – Nasdaq: CHPC).

 

Although the resolutions of STATS necessary to consummate the merger have been approved by STATS shareholders, the merger involving STATS and ChipPAC also requires the approval of ChipPAC stockholders, which is being sought by ChipPAC at the special meeting of ChipPAC stockholders to be held today at 9:00 a.m. (Pacific time).

 

At the STATS EGM, STATS shareholders also ratified the appointment of PricewaterhouseCoopers, Singapore as auditors to STATS until the conclusion of the next annual general meeting of STATS.

 

If the merger is approved by ChipPAC stockholders and subsequently consummated, each share of ChipPAC Class A common stock will be converted into the right to receive 0.87 STATS American Depositary Shares, each of which represents the right to receive ten ordinary shares of STATS.

 

About ST Assembly Test Services Ltd (STATS)

 

STATS is a leading semiconductor test and assembly service provider to fabless companies, integrated device manufacturers and wafer foundries. With its principal operations in Singapore and global operations in the United States, United Kingdom, Japan, China and Taiwan, STATS offers full back-end turnkey solutions to customers worldwide. STATS’ expertise is in testing mixed-signal semiconductors, which are extensively used in fast growing communications applications, such as data networking, broadband and mobile communications. STATS also offers advanced assembly services and has developed a wide array of traditional and advanced leadframe and laminate based products, including various ball grid array packages to serve some of the world’s technological leaders. STATS was listed on the Nasdaq National Market and The Singapore Exchange in January 2000 and is in the Morgan Stanley Capital International (MSCI) Index and the Straits Times Industrial Index. Further information is available at www.stts.com.

 

About ChipPAC, Inc.

 

ChipPAC is a full portfolio provider of semiconductor packaging, design, assembly, test and distribution services. The company is a leader in advanced packaging services that address the needs of semiconductors used in wireless communications, including flip-chip, chip-scale and stacked die technologies. The company combines a history of innovation and service with more than a decade of experience satisfying some of the largest customers in the industry. With advanced process technology capabilities and a global manufacturing presence spanning Korea, China, Malaysia and the United States, ChipPAC has a reputation for providing dependable, high quality packaging solutions. For more information, visit the company’s Web site at www.chippac.com.


Forward-Looking Statements

 

Certain statements in this press release are forward-looking statements that involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described in this press release. Factors that could cause actual events or results to differ include the possibility that the merger will not close or that the closing will be delayed; the impact of the merger involving ChipPAC; the ability of STATS and ChipPAC to successfully integrate their operations and employees; general business and economic conditions and the state of the semiconductor industry; demand for end-use applications products such as communications equipment and personal computers; reliance on a small group of principal customers; decisions by customers to discontinue outsourcing of test and assembly services; changes in customer order patterns; rescheduling or canceling of customer orders; changes in product mix; capacity utilization; level of competition; pricing pressures including declines in average selling prices; continued success in technological innovations; delays in acquiring or installing new equipment; shortages in supply of key components; availability of financing; exchange rate fluctuations; litigation and other risks described from time to time in STATS’ filings with the U.S. Securities and Exchange Commission (“SEC”), including STATS’ Annual Report on Form 20-F for the fiscal year ended December 31, 2003, and ChipPAC’s filings with the SEC, including ChipPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and ChipPAC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. Neither STATS nor ChipPAC undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Additional Information About the Proposed Merger and Where to Find It

 

STATS and ChipPAC have filed with the SEC a proxy statement/prospectus and other relevant materials in connection with the proposed merger involving STATS and ChipPAC pursuant to the terms of an Agreement and Plan of Merger and Reorganization among STATS, Camelot Merger, Inc., a wholly owned subsidiary of STATS, and ChipPAC. Investors and security holders of ChipPAC are urged to read the the proxy statement/prospectus and the other relevant materials because they contain important information about STATS, ChipPAC and the proposed merger. The proxy statement/prospectus and other relevant materials, and any other documents filed by STATS or ChipPAC with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by 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 +011 (65) 6824-7705 or email angelaine@stats.st.com.sg. Investors and security holders may obtain free copies of the documents filed with the SEC by ChipPAC by contacting ChipPAC Investor Relations, ChipPAC Incorporated, 47400 Kato Road, Fremont, CA 94538, telephone (510) 979-8220 or email ir@chippac.com or David Pasquale at telephone (646) 536-7006 or email dpasquale@theruthgroup.com. Investors and security holders of ChipPAC are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

 

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. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of such persons in the solicitation by reading the proxy statement/prospectus.

 

CONTACTS for ST Assembly Test Services Ltd:

 

Elaine Ang, Investor Relations & Corporate Communications

Tel: +011 (65) 6824-7705

 

Drew Davies, Director of Investor Relations

Tel: (408) 586-0608

 

Lisa Lavin, Marcom Manager

Tel: (208) 939-3104

 

CONTACT for ChipPAC, Inc.:

 

David Pasquale, Investor Relations

Tel: (646) 536-7006

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