-----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, L4cOtneNzpyob7f0JKwFU114GlYIl98fCVNv9UAbPqg0enI8pKEKLV6finFK7M9W dNzuKp9IlvLEk5tS+0RhDA== 0000950123-09-071744.txt : 20091218 0000950123-09-071744.hdr.sgml : 20091218 20091218060447 ACCESSION NUMBER: 0000950123-09-071744 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20091218 FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTERED SEMICONDUCTOR MANUFACTURING LTD CENTRAL INDEX KEY: 0001095270 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34266 FILM NUMBER: 091248544 BUSINESS ADDRESS: STREET 1: 60 WOODLANDS INDUSTRIAL PARK D STREE 2 CITY: SINGAPORE BUSINESS PHONE: 653622838 MAIL ADDRESS: STREET 1: 60 WOODLANDS INDUSTRIAL PARK D STREET 2: STREET 2 CITY: SINGAPORE 6-K 1 u00474e6vk.htm CHARTERED SEMICONDUCTOR MANUFACTURING LTD. CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of December 2009
Commission File Number 000-27811
 
CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization of registrant)
 
60 Woodlands Industrial Park D
Street 2, Singapore 738406

(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ                    Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o                    No þ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): Not applicable.
 
 

 


TABLE OF CONTENTS

SIGNATURE
EXHIBITS INDEX
EX-99.1 Announcement dated December 18, 2009
EX-99.2 Joint press release of the Company and ATIC dated December 18, 2009


Table of Contents

Other Events
On December 18, 2009 in Singapore, Chartered Semiconductor Manufacturing Ltd. (the “Company”) issued an announcement reporting the effectiveness of the previously announced acquisition of the Company by ATIC International Investment Company LLC (a wholly-owned subsidiary of Advanced Technology Investment Company LLC (“ATIC”)) by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore (the “Acquisition”).
On the same day, the Company and ATIC also jointly issued a press release announcing the effectiveness of the Acquisition.
Copies of the announcement by the Company and the joint press release by the Company and ATIC, each dated December 18, 2009, are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
Exhibits
99.1   Announcement dated December 18, 2009
 
99.2   Joint press release of the Company and ATIC dated December 18, 2009

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly authorized.
Date: December 18, 2009
         
  CHARTERED SEMICONDUCTOR
MANUFACTURING LTD.

 
 
  By:   /s/ George Thomas    
  Name:   George Thomas   
  Title:   Senior Vice President
and Chief Financial Officer 
 

 


Table of Contents

EXHIBITS INDEX
Exhibits
99.1   Announcement dated December 18, 2009
 
99.2   Joint press release of the Company and ATIC dated December 18, 2009

 

EX-99.1 2 u00474exv99w1.htm EX-99.1 ANNOUNCEMENT DATED DECEMBER 18, 2009 Announcement dated December 18, 2009
Exhibit 99.1
(CSM LOGO)
Chartered Semiconductor Manufacturing Ltd.
(Incorporated in Singapore)
(Registration Number: 198703584K)
LODGEMENT OF COURT ORDER
Introduction
Reference is made to the announcements made by Chartered Semiconductor Manufacturing Ltd. (the “Company”) on:
(1)   9 October 2009 in relation to the despatch of the scheme document dated 9 October 2009 (the “Scheme Document”) to holders (“Shareholders”) of ordinary shares (“Company Shares”) in the capital of the Company in relation to the proposed acquisition (the “Acquisition”) of the Company by ATIC International Investment Company LLC (the “Acquiror”) by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore (the “Scheme”);
 
(2)   19 November 2009 in relation to, inter alia, the sanction of the Scheme by the High Court of the Republic of Singapore (the “Court”); and
 
(3)   26 November 2009, in relation to, inter alia, the notice of the closure of the Transfer Books and Register of Members of the Company in order to determine the entitlements of Shareholders under the Scheme.
Terms defined in the Scheme Document but not defined herein have the same meanings when used herein.
Lodgement of Court Order
The Directors wish to announce that the order of the Court sanctioning the Scheme has been lodged with the Accounting and Corporate Regulatory Authority of Singapore today. The Scheme has therefore become effective and binding in accordance with its terms today. Accordingly, all of the Company Shares will be transferred to the Acquiror and settlement of the Scheme Consideration will occur by 28 December 2009.
The Company will be delisted from the Official List of the SGX-ST on 29 December 2009.
Termination of the ADS Program and Delisting of the ADSs from Nasdaq
In accordance with the notice of termination of the Company’s American Depositary Share (“ADS”) program given by the Company in October 2009, the ADS program of the Company will be terminated with effect from today and the ADSs will cease trading.
As noted in the announcement by the Company on 26 November 2009, the Company will inform Nasdaq that the Scheme has become effective and binding and request Nasdaq to file a notification of

1


 

removal from listing on Form 25 with the SEC today. The withdrawal of the ADSs from listing on Nasdaq should be effective 10 days after the filing by Nasdaq of the notice on Form 25 with the SEC.
Key Events and Finalised Dates
Shareholders and holders of the ADSs are reminded to note the following events and their respective dates:
     
Date of delisting of the ADSs from Nasdaq
  :     28 December 2009
 
   
Date for the payment of the Scheme Consideration
  :     By 28 December 2009
 
   
Date of delisting of the Company from the SGX-ST
  :     29 December 2009
Responsibility Statement
The Directors (including those who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.
By Order of the Board
Chartered Semiconductor Manufacturing Ltd.
Singapore
18 December 2009
Inquiries
Any inquiries relating to this Announcement, the Acquisition or the Scheme should be directed to one of the following:
     
Morgan Stanley Asia (Singapore) Pte.
Tel: +65 6834 6707
Fax: +65 6834 6898
Address: 23 Church Street
#16-01 Capital Square
Singapore 049481
  Citigroup Global Markets Singapore Pte. Ltd.
Tel: +65 6432 1955
Fax: +65 6432 1239
Address: 3 Temasek Avenue
#17-00 Centennial Tower
Singapore 039190

2

EX-99.2 3 u00474exv99w2.htm EX-99.2 JOINT PRESS RELEASE OF THE COMPANY AND ATIC DATED DECEMBER 18, 2009 Joint press release of the Company and ATIC
Exhibit 99.2
FOR IMMEDIATE RELEASE
December 18, 2009, SINGAPORE (SST)
Contact:
Chartered Semiconductor Manufacturing:
U.S. Contact: Tiffany Sparks, +1 408 941.1185, tiffanys@charteredsemi.com
Singapore Contact: Evangelina Wee, +65 6339 9110, ewee@kreabgavinanderson.com
U.S. IR Contact: Suresh Kumar, +1 408 941.1110, sureshk@charteredsemi.com
Singapore IR Contact: Li Chuen Lim, +65 6360 4060, lclim@charteredsemi.com
ATIC:
Abu Dhabi Contact: Brian Lott, +971 2413 3459, brian.lott@atic.ae
U.S. Contact: Amanda Orr, +1 202 295.8786, amanda.orr@harbourgrp.com
ATIC’S ACQUISITION OF CHARTERED BECOMES EFFECTIVE TODAY
SINGAPORE — December 18, 2009 — Advanced Technology Investment Company LLC (ATIC) of Abu Dhabi and Chartered Semiconductor Manufacturing Ltd. (Chartered) of Singapore announced that ATIC’s acquisition of Chartered becomes effective today.
ATIC made its acquisition by way of a scheme of arrangement under section 210 of the Companies Act of Singapore (the Scheme), and Chartered ordinary shareholders approved the acquisition last month. As all the requisite regulatory approvals and conditions precedent have been received, a copy of the order of the High Court sanctioning the Scheme was lodged with the Accounting and Corporate Regulatory Authority of Singapore today, making the Scheme effective and binding on all Chartered ordinary shareholders.
“The acquisition process is now completed. On behalf of the Board, I want to express my sincere gratitude for the support of our ordinary shareholders who overwhelmingly voted in favor of this transaction and to our employees who have continued to deliver their best to customers during this transition phase,” said Jim Norling, chairman of the board of directors at Chartered.
“With the approval process behind us, we will now focus our attention on combining two great companies, Chartered and GLOBALFOUNDRIES,” said Ibrahim Ajami, chief executive officer of ATIC. “Customers have told us they are excited about the combination of technology, talent and capacity this new entity will bring to the marketplace. We share their enthusiasm.”

 


 

The American Depositary Share (“ADS”) program of Chartered will be terminated with effect from today and the ADSs will cease trading. Chartered is scheduled to be delisted from the Nasdaq on December 28, 2009 and the SGX on December 29, 2009, and will be deregistered from the US Securities Exchange Commission in due course. The date for payment to shareholders is scheduled for December 28, 2009.
ATIC is a technology investment company wholly owned by the government of Abu Dhabi. This acquisition is its second major investment in the semiconductor industry and follows its creation in March 2009 of Globalfoundries, a U.S.-headquartered, leading-edge semiconductor manufacturing company and a joint venture with AMD. The acquisition of Chartered is made through ATIC International Investment Company LLC, a wholly-owned subsidiary of ATIC.
RESPONSIBILITY STATEMENT
The directors of Chartered Semiconductor Manufacturing Ltd. (Chartered) (including those who may have delegated detailed supervision of this Press Release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Press Release are fair and accurate and that no material facts have been omitted from this Press Release, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the directors of Chartered has been to ensure through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Press Release. The directors of Chartered do not accept any responsibility for any information relating to or opinions expressed by or on behalf of Advanced Technology Investment Company LLC and/or ATIC International Investment Company LLC.
The directors of both the Advanced Technology Investment Company LLC (ATIC) and ATIC International Investment Company LLC (including those who may have delegated detailed supervision of this Press Release) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Press Release are fair and accurate and that no material facts have been omitted from this Press Release, and they jointly and severally accept responsibility accordingly. Where any information has been extracted from published or publicly available sources, the sole responsibility of the directors of ATIC and the directors of ATIC International Investment Company LLC has been to ensure through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Press Release. The directors of ATIC and the directors of ATIC International Investment Company LLC do not accept any responsibility for any information relating to or opinions expressed by or on behalf of Chartered.
For more information on the announcement, go to: www.advancedtechnologyic.com and www.charteredsemi.com.

 


 

About Chartered
Chartered Semiconductor Manufacturing Ltd. (Nasdaq: CHRT, SGX-ST: CHARTEREDSC), one of the world’s top dedicated semiconductor foundries, offers leading-edge technologies down to 40/45 nanometer (nm), enabling today’s system-on-chip designs. The company further serves its customers’ needs through a collaborative, joint development approach on a technology roadmap that extends to 22nm. Chartered’s strategy is based on open and comprehensive design enablement solutions, manufacturing enhancement strategies, and a commitment to flexible sourcing. In Singapore, the company owns or has an interest in six fabrication facilities, including a 300mm fabrication facility and five 200mm facilities. Information about Chartered can be found at www.charteredsemi.com.
About ATIC
The Advanced Technology Investment Company (ATIC) was created in 2008. A technology investment company wholly owned by the Government of Abu Dhabi, ATIC is focused on making significant investments in the advanced technology sector, both locally and internationally. Its mandate is to generate returns that deliver long-term benefits to the Emirate of Abu Dhabi.
ATIC seeks to leverage the unique advantages it enjoys as an investor from the Emirate of Abu Dhabi to identify and realize long-term investment opportunities in the highly competitive and capital-intensive advanced technology sector. These advantages include significant and reliable capital, a patient investment philosophy, and a subsequently long-term investment horizon. For more information about ATIC visit www.advancedtechnologyic.com
Forward-Looking Statement
This Press Release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements relating to the future plans of Chartered following the acquisition and the expected benefits from the acquisition. These forward-looking statements are based on the current expectations of the management of Chartered and the management of ATIC and ATIC International Investment Company LLC (as applicable) and are subject to risks and uncertainties that could cause actual results to differ materially from expectations. These forward-looking statements should not be relied upon as predictions of future events as Chartered, ATIC and ATIC International Investment Company LLC cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.

 

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-----END PRIVACY-ENHANCED MESSAGE-----