SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 28)

STATS ChipPAC Ltd.

(Name of Subject Company (issuer))

Singapore Technologies Semiconductors Pte Ltd

a wholly-owned subsidiary of

Temasek Holdings (Private) Limited

(Names of Filing Persons (Offerors))

Ordinary Shares, including Ordinary Shares represented by
American Depositary Shares (each representing ten Ordinary Shares)

(Title of Class of Securities)

CUSIP No. 85227G102

(CUSIP Number of Class of Securities)

Lena Chia, Managing Director
Legal & Regulations
Temasek Holdings (Private) Limited
60B Orchard Road
#06-18 Tower 2
The Atrium@Orchard
238891
Singapore
Telephone: (65) 6890-7188

(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

COPY TO:

David W. Hirsch
Cleary Gottlieb Steen & Hamilton LLP
One Garden Road
Bank of China Tower
Hong Kong
Telephone: (852) 2532-3731

Calculation of Filing Fee

Transaction valuation*
$1,494,980,186.70 Amount of filing fee**
$45,895.89

*Estimated for purposes of calculating the amount of filing fee only. The calculation assumes the purchase of all outstanding ordinary shares of STATS ChipPAC Ltd., a company organized under the laws of Singapore, other than the shares owned by the Offerors, at a purchase price of S$1.75 per share, net to the seller in cash. As of March 9, 2007, there were 2,016,277,910 ordinary shares outstanding, of which 712,228,050 shares are owned by the Offerors. As a result, this calculation assumes the purchase of 1,304,049,860 shares. The transaction valuation of S$2,282,087,255.00 has been translated at US$1.00=S$1.5265, the Bloomberg composite U.S. dollar to Singapore dollar exchange rate at the close of the New York market on March 12, 2007.

**The amount of filing fee, calculated in accordance with Rule 240.0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 6 for fiscal year 2007, equals $30.70 per $1,000,000 of the transaction value, or $45,895.89.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$45,895.89
Form or Registration No.:	Schedule TO-T
Filing Party:	Singapore Technologies Semiconductors Pte Ltd
Date Filed:	March 16, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

X third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

X going-private transaction subject to Rule 13e-3.

X amendment to Schedule 13D under Rule 13d-2.

SEC2559 (6-05) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

EX-99.(A)(1)(LV) Levels of Acceptances Announcement, dated May 16, 2007

EX-99.(A)(1)(LVI) Newspaper Advertisement, published in a Singapore newspaper on May 16, 2007

CUSIP No. 85227G102 

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Singapore Technologies Semiconductors Pte Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	WC and AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Singapore
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,749,350,414
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			1,749,350,414
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,749,350,414
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	80.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

CUSIP No. 85227G102 

1	NAMES OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	Temasek Holdings (Private) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Singapore
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,749,350,414
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER:
			1,749,350,414
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,749,350,414
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	80.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO and HC

     This Amendment No. 28 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO (this “Schedule TO”) with the Securities and Exchange Commission (“SEC”) on March 16, 2007 by Singapore Technologies Semiconductors Pte Ltd (“STSPL”), a company incorporated under the laws of Singapore and a wholly-owned subsidiary of Temasek Holdings (Private) Limited, a company incorporated under the laws of Singapore (“Temasek”), and by Temasek. This Schedule TO relates to the offer by STSPL to purchase all outstanding ordinary shares (“Ordinary Shares”) (including Ordinary Shares represented by American Depositary Shares) of STATS ChipPAC Ltd., a company organized under the laws of Singapore (the “Company”), not owned by Temasek or STSPL, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 16, 2007 (the “Offer to Purchase”), and the related Form of Acceptance and Authorisation, Form of Acceptance and Transfer and ADS Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the “Offer”). This Amendment also constitutes Amendment No. 13 to the Schedule 13D, originally filed with the Securities and Exchange Commission on April 23, 2007 (the “Schedule 13D”).

     This Amendment amends the disclosure in Item 8 (“Interest in Securities of the Subject Company”) and Item 11 (“Interest in Securities of the Subject Company”) of Item 13 (“Information Required by Schedule 13E-3”) of the Schedule TO and Item 5 (“Interest in Securities of the Issuer”) of the Schedule 13D to reflect STSPL’s beneficial ownership of 1,749,350,414 Ordinary Shares (including Ordinary Shares represented by ADSs and Ordinary Shares into which the US$134,500,000 principal amount of Convertible Subordinate Notes due 2008 beneficially owned by STSPL may be converted), representing 80.1% of the issued Ordinary Shares (including in the numerator and the denominator the Ordinary Shares issuable upon a conversion of the Convertible Subordinated Notes due 2008 beneficially owned by STSPL).

     Since the filing of Amendment No. 12 to the Schedule 13D, STSPL (and through its ownership of STSPL, Temasek) has acquired beneficial ownership of the following additional Ordinary Shares:

• As of 5:30 p.m. Singapore time, 5:30 a.m. New York City time, on May 16, 2007, STSPL had acquired beneficial ownership of an additional 2,076,717 Ordinary Shares (including Ordinary Shares represented by 435 ADSs) in respect of which acceptances have been tendered pursuant to the Offer.

     The aggregate purchase price for such additional Ordinary Shares is S$3,634,254.75.

     The figures disclosed above are calculated and provided in accordance with the requirements of U.S. federal securities laws. These figures do not indicate the level of acceptances for purposes of determining whether the Higher Offer Price Threshold has been reached in the Offer. For the current level of acceptances which are calculated in accordance with the terms of the Offer, please refer to the attached Level of Acceptances Announcement exhibit.

Item 12. Exhibits.

Exhibit (a)(1)(LV)	Levels of Acceptances Announcement, dated May 16, 2007
Exhibit (a)(1)(LVI)	Newspaper Advertisement, published in a Singapore newspaper on May 16, 2007

SIGNATURES

After due 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.

Dated: May 16, 2007

SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD
By:	/s/ Lena Chia Yue Joo
	Lena Chia Yue Joo
	Director
TEMASEK HOLDINGS (PRIVATE) LIMITED
By:	/s/ Lena Chia Yue Joo
	Lena Chia Yue Joo
	Managing Director Legal & Regulations

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION

Exhibit (a)(1)(LV)	Levels of Acceptances Announcement, dated May 16, 2007
Exhibit (a)(1)(LVI)	Newspaper Advertisement, published in a Singapore newspaper on May 16, 2007

EX-99.(A)(1)(LV)

Exhibit (a)(1)(LV)

VOLUNTARY CONDITIONAL CASH OFFER

by

Singapore Technologies Semiconductors Pte Ltd
(Incorporated in Singapore)
(Co. Reg. No.: 199503003D)

a wholly-owned subsidiary of

Temasek Holdings (Private) Limited
(Incorporated in Singapore)
(Co. Reg. No.: 197401143C)

for

STATS ChipPAC Ltd.
(Incorporated in Singapore)
(Co. Reg. No.: 199407932D)

Financial adviser to Singapore Technologies Semiconductors Pte Ltd

Goldman Sachs (Singapore) Pte.
(Incorporated in Singapore)
(Co. Reg. No.: 198602165W)

Cautionary Note: This announcement does not constitute an offer to purchase any securities. The Offer (as defined herein) is being made only pursuant to an Offer to Purchase and related acceptance forms, and is being made to, inter alia, all holders of ordinary shares, ADSs and certain convertible notes of STATS ChipPAC Ltd., subject to compliance with applicable laws. Holders of such securities are advised to read all documents relating to the Offer that are filed with SGX-ST and the SEC, because they contain important information. Copies of the Offer to Purchase and other documents relating to the Offer are available on the website of SGX-ST at www.sgx.com and the website of the SEC at www.sec.gov.

LEVEL OF ACCEPTANCES

1.	INTRODUCTION
	Goldman Sachs (Singapore) Pte. (“Goldman Sachs”) refers to the Offer to Purchase dated 16 March 2007 (the “Offer to Purchase”) issued by Singapore Technologies Semiconductors Pte Ltd (the “Offeror”), containing the terms of the voluntary conditional cash offer (the “Offer”) by the Offeror for, inter alia, all issued ordinary

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	shares (“Ordinary Shares”) in the share capital of STATS ChipPAC Ltd. (“STATS ChipPAC”) and American Depositary Shares (“ADSs”) of STATS ChipPAC, each of which represents ten Ordinary Shares.
	Unless otherwise defined herein, all terms and references used in this Announcement are defined or construed in the Offer to Purchase.
2.	OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
	On 13 April 2007, the Offer for the Ordinary Shares, ADSs and Convertible Notes was declared unconditional in all respects by Goldman Sachs, for and on behalf of the Offeror, as at 3.30 p.m. Singapore time, 3.30 a.m. New York City time on Friday, 13 April 2007.
3.	LEVEL OF ACCEPTANCES
3.1	Acceptances of the Offer. As at 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, the Offeror has received valid acceptances in respect of:

(a) an aggregate of 891,983,704 Ordinary Shares (including Ordinary Shares represented by ADSs)⁽¹⁾, representing approximately 43.7 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs)⁽²⁾ and approximately 37.9 per cent. of the maximum potential issued share capital of the Company⁽³⁾, comprising:

(i)	546,531,674 Ordinary Shares(1), representing approximately 26.8 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 23.2 per cent. of the maximum potential issued share capital of the Company; and
(ii)	34,545,203 ADSs (which represent 345,452,030 Ordinary Shares), representing approximately 16.9 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 14.7 per cent. of the maximum potential issued share capital of the Company; and

(1)	Including 161,000 Ordinary Shares tendered in acceptance of the Offer by parties deemed to be acting in concert with the Offeror up to 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, representing approximately 0.01 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 0.01 per cent. of the maximum potential issued share capital of the Company.
(2)	Unless otherwise stated, all references in this Announcement to “the issued Ordinary Shares (including Ordinary Shares represented by ADSs)” are based on 2,038,880,923 Ordinary Shares (including Ordinary Shares represented by ADSs) as at 15 May 2007.
(3)	Unless otherwise stated, all references in this Announcement to “the maximum potential issued share capital of the Company” are based on the total number of Ordinary Shares (including Ordinary Shares represented by ADSs) which would be in issue if all the outstanding Convertible Notes were validly converted and if all the outstanding Options were validly exercised, being 2,352,638,684 Ordinary Shares (including Ordinary Shares represented by ADSs) as at 23 March 2007.

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(b) Convertible Subordinated Notes due 2008 for an aggregate principal amount of US$134,500,000.

As at 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, no acceptances have been received by the Offeror in respect of the Convertible Notes due 2008.

3.2 Ordinary Shares held as at the Offer Announcement Date. As at the date of the Offer Announcement on 1 March 2007 (the “Offer Announcement Date”):

(a)	the Offeror owned 711,978,050 Ordinary Shares and 25,000 ADSs, representing approximately 34.9 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs); and
(b)	parties acting or deemed to be acting in concert with the Offeror owned 182,000 Ordinary Shares, representing approximately 0.01 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs)(4).

3.3

Ordinary Shares acquired or agreed to be acquired after the Offer Announcement Date and up to 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007 (other than pursuant to valid acceptances of the Offer). Between the Offer Announcement Date and 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, the Offeror and parties acting or deemed to be acting in concert with the Offeror have not acquired or agreed to acquire any Ordinary Shares, ADSs or Convertible Notes other than pursuant to valid acceptances of the Offer(4).

3.4

Aggregate number of securities. Accordingly, as at 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, the Offeror and parties acting or deemed to be acting in concert with the Offeror owned, controlled or have agreed to acquire:

(a) an aggregate of 1,604,230,754 Ordinary Shares (including Ordinary Shares represented by ADSs)⁽⁵⁾⁽⁶⁾, representing approximately 78.7 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 68.2 per cent. of the maximum potential issued share capital of the Company, comprising:

(i) 1,258,528,724 Ordinary Shares⁽⁵⁾⁽⁶⁾, representing approximately 61.7 per cent. of the issued Ordinary Shares (including Ordinary Shares

(4)

Information relating to the Ordinary Shares owned, acquired, agreed to be acquired or sold by parties acting or deemed to be acting in concert with the Offeror as disclosed in this Announcement is to the best knowledge and belief of the Offeror.

(5)

For the purposes of arriving at this number, we have not double-counted the 161,000 Ordinary Shares tendered in acceptance of the Offer by parties deemed to be acting in concert with the Offeror up to 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 16 May 2007, representing approximately 0.01 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 0.01 per cent. of the maximum potential issued share capital of the Company. Such Ordinary Shares were held by these parties as at the Offer Announcement Date and are included in paragraph 3.2 (b) of this Announcement.

⁽⁶⁾ In addition, we have deducted 2,000 Ordinary Shares held by parties deemed to be acting in concert with the Offeror as at the Offer Announcement Date as the 2,000 Ordinary Shares have been sold by the said concert parties in the open market.

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	represented by ADSs) and approximately 53.5 per cent. of the maximum potential issued share capital of the Company; and
(ii)	34,570,203 ADSs (which represent 345,702,030 Ordinary Shares), representing approximately 17.0 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 14.7 per cent. of the maximum potential issued share capital of the Company; and

(b) Convertible Subordinated Notes due 2008 for an aggregate principal amount of US$134,500,000

4.

RESPONSIBILITY STATEMENT

The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources (including, without limitation, in relation to STATS ChipPAC), the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquires that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.

Issued by
Goldman Sachs (Singapore) Pte.

For and on behalf of
Singapore Technologies Semiconductors Pte Ltd

16 May 2007

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EX-99.(A)(1)(LVI)

Exhibit (a)(1)(LVI)