-----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, Wk2Sfd71I08eKqt4G+y6UeSbFxXQTiFR04xn7lDuSSGq6YZd2hXabdfoln7qKKsz KzPhIJXRHYE+eyUlXxa9eg== 0001145549-07-000878.txt : 20070521 0001145549-07-000878.hdr.sgml : 20070521 20070521072403 ACCESSION NUMBER: 0001145549-07-000878 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 GROUP MEMBERS: TEMASEK HOLDINGS (PRIVATE) LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD CENTRAL INDEX KEY: 0001280804 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 51 CUPPAGE RD. CITY: SINGAPORE STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATS CHIPPAC LTD. CENTRAL INDEX KEY: 0001101873 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60763 FILM NUMBER: 07866424 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 FORMER COMPANY: FORMER CONFORMED NAME: ST ASSEMBLY TEST SERVICES LTD DATE OF NAME CHANGE: 19991227 SC 13D/A 1 u93024asc13dza.htm STATS CHIPPAC LTD. STATS ChipPAC Ltd.
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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. 30)
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: X
 
 


TABLE OF CONTENTS

SIGNATURES
EXHIBIT INDEX
EX-99.(A)(1)(LVIII) Final Close of Offer Announcement, dated May 18, 2007
EX-99.(A)(1)(LIX) Press Release, dated May 18, 2007


Table of Contents

                     
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   1,838,819,759
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,838,819,759
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,838,819,759
     
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):
   
  84.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO


Table of Contents

                     
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   1,838,819,759
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,838,819,759
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  1,838,819,759
     
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):
   
  84.2%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO and HC


Table of Contents

     This Amendment No. 30 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. 15 to the Schedule 13D, originally filed with the Securities and Exchange Commission on April 23, 2007 (the “Schedule 13D”).

 


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     At 5:30 PM Singapore time, 5:30 AM New York City time, on Friday, May 18, 2007, the Offer closed. According to the report of the receiving and tender agents for the Offer, STSPL has received valid acceptances of the Offer in respect of 945,785,049 Ordinary Shares (including Ordinary Shares represented by 36,303,474 ADSs), as well as US$134,500,000 principal amount of Convertible Subordinated Notes due 2008. No acceptances have been received in respect of the Convertible Notes due 2008. Upon the final settlement of the Offer, STSPL and its concert parties will hold a total of 83.1% of the outstanding Ordinary Shares (including Ordinary Shares and ADSs held by STSPL as at the announcement of the Offer on March 1, 2007 and Ordinary Shares acquired or agreed to be acquired by STSPL after March 1, 2007 and up to 5:30 PM Singapore time, 5:30 AM New York City time, on May 18, 2007, other than pursuant to valid acceptances of the Offer). The press release announcing the foregoing has been filed as Exhibit (a)(1)(LIX) hereto and is incorporated herein by this reference.
     In addition, this Amendment amends, restates and supplements the disclosure in the Offer to Purchase for purposes of Item 6 (“Purposes of the Transaction and Plans or Proposals”) of the Schedule TO, Item 6 (“Purposes of the Transaction and Plans or Proposals”) of the Schedule 13E-3 and Item 4 (“Purpose of the Transaction”) of the Schedule 13D as follows:
     As previously disclosed, STSPL intends to continue to review its investment in STATS ChipPAC now that the Offer is completed. STSPL currently intends to continue to seek to acquire additional Ordinary Shares, ADSs and Convertible Notes, through open market purchases, privately negotiated transactions or otherwise, upon such terms and at such prices as STSPL shall determine, which may be more or less than the price offered in the Offer, subject to applicable law and regulations. In that regard, under the Singapore Code, STSPL may acquire Ordinary Shares, ADSs or Convertible Notes; however, for the period of six months after May 18, 2007, it may not acquire Ordinary Shares, ADSs or Convertible Notes, or make a second offer for the Ordinary Shares, ADSs or Convertible Notes, at a price higher than the price paid in the Offer (S$1.75 per Ordinary Share, S$17.50 per ADS or the “see-through” prices for the Convertible Notes), except with the consent of the Singapore Securities Industry Council.
     As previously disclosed, the SGX-ST may suspend the listing of the Ordinary Shares on the SGX-ST if STSPL and other substantial shareholders (i.e., shareholders who have an interest in not less than 5% of the issued Ordinary Shares) own more than 90% of the issued Ordinary Shares. As STSPL currently owns 83.07% of the issued Ordinary Shares, and STATS ChipPAC has received notice that one other substantial shareholder has voting control over 5.02% and dispositive but non-voting authority over an additional 1.84% of the issued Ordinary Shares, further purchases of Ordinary Shares and ADSs by STSPL or any other shareholder may result in the suspension of the listing of the Ordinary Shares on the SGX-ST. Further purchases of Ordinary Shares or ADSs also may result in the delisting of the ADSs from Nasdaq and the termination of registration of the Ordinary Shares and the ADSs under the Exchange Act.
     Even if STSPL does not make any further purchases, STSPL may seek to cause STATS ChipPAC to voluntarily terminate the listing of its Ordinary Shares on the SGX-ST or the listing of its ADSs on NASDAQ, or both, or to terminate the Deposit Agreement through which the ADS program is operated, subject to compliance with applicable law and listing requirements. STSPL may also seek to cause STATS ChipPAC to terminate the registration of its Ordinary Shares and ADSs under the U.S. Securities Exchange Act of 1934 if the applicable requirements for the termination of registration are satisfied.
     This Amendment also 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 1,838,819,759 Ordinary Shares (including Ordinary Shares represented by ADSs and Ordinary Shares into which the US$134,500,000 principal amount of Convertible Subordinated Notes due 2008 beneficially owned by STSPL may be converted), representing 84.2% 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. 14 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 18, 2007, STSPL had acquired beneficial ownership of an additional 35,078,737 Ordinary Shares (including Ordinary Shares represented by 72,313 ADSs) in respect of which acceptances have been tendered pursuant to the Offer.
    On May 18, 2007, STSPL acquired beneficial ownership of an additional 35,668,000 Ordinary Shares through market purchases on the SGX-ST at a price of S$1.75 per share.
The aggregate purchase price for such additional Ordinary Shares is S$123,806,789.75.
Item 12.   Exhibits.
         
 
  Exhibit (a)(1)(LVIII)   Final Close of Offer Announcement, dated May 18, 2007
 
  Exhibit (a)(1)(LIX)   Press Release, dated May 18, 2007


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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 21, 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

 


Table of Contents

EXHIBIT INDEX
     
EXHIBIT NUMBER   DESCRIPTION
     
Exhibit (a)(1)(LVIII)   Final Close of Offer Announcement, dated May 18, 2007
Exhibit (a)(1)(LIX)   Press Release, dated May 18, 2007

 

EX-99.(A)(1)(LVIII) 2 u93024aexv99wxayx1yxlviiiy.htm EX-99.(A)(1)(LVIII) FINAL CLOSE OF OFFER ANNOUNCEMENT, DATED MAY 18, 2007 EX-99.(A)(1)(LVIII) Final Close of Offer Announcem
 

Exhibit (a)(1)(LVIII)
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 LOGO)
Goldman Sachs (Singapore) Pte.
(Incorporated in Singapore)
(Co. Reg. No.: 198602165W)
FINAL CLOSE OF OFFER
1.   INTRODUCTION
    Goldman Sachs (Singapore) Pte. (“Goldman Sachs”) is pleased to announce, for and on behalf of Singapore Technologies Semiconductors Pte Ltd (the “Offeror”) that the voluntary conditional cash offer (the “Offer”) by the Offeror for, inter alia, all

1


 

    issued ordinary 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, has closed as of 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 18 May 2007.
    Unless otherwise defined herein, all terms and references used in this Announcement are defined or construed in the Offer to Purchase dated 16 March 2007 (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 18 May 2007, the Offeror has received valid acceptances in respect of:
  (a)   an aggregate of 945,785,049 Ordinary Shares (including Ordinary Shares represented by ADSs)(1), representing approximately 46.4 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs)(2) and approximately 40.2 per cent. of the maximum potential issued share capital of the Company(3), comprising:
  (i)   582,750,309 Ordinary Shares(1), representing approximately 28.6 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 24.8 per cent. of the maximum potential issued share capital of the Company; and
  (ii)   36,303,474 ADSs (which represent 363,034,740 Ordinary Shares), representing approximately 17.8 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 15.4 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 18 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 17 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 18 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 18 May 2007 (other than pursuant to valid acceptances of the Offer). Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers, Goldman Sachs, acting for the Offeror, wishes to announce that on 18 May 2007, the Offeror acquired 35,668,000 Ordinary Shares (other than pursuant to valid acceptances of the Offer), at a consideration of S$1.75 per Ordinary Share(5), representing approximately 1.75 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 1.52 per cent. of the maximum potential issued share capital of the Company. Between the Offer Announcement Date and 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 18 May 2007, the Offeror and parties acting or deemed to be acting in concert with the Offeror(4):
  (a)   acquired or agreed to acquire an aggregate of 35,668,000 Ordinary Shares (other than pursuant to valid acceptances of the Offer), representing approximately 1.75 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 1.52 per cent. of the maximum potential issued share capital of the Company; and
 
  (b)   have not acquired or agreed to acquire any ADSs or Convertible Notes (other than pursuant to valid acceptances of the Offer).
3.4   Aggregate number of securities. Accordingly, as at 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 18 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 1,693,700,099 Ordinary Shares (including Ordinary Shares represented by ADSs)(6)(7), representing approximately 83.1 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 72.0 per cent. of the maximum potential issued share capital of the Company, comprising:
  (i)   1,330,415,359 Ordinary Shares(6)(7), representing approximately 65.3 per cent. of the issued Ordinary Shares (including Ordinary Shares represented
 
(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)    Excludes brokerage commissions, clearing fees and GST.
(6)    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 18 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.
(7)    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.

3


 

      by ADSs) and approximately 56.5 per cent. of the maximum potential issued share capital of the Company; and
  (ii)   36,328,474 ADSs (which represent 363,284,740 Ordinary Shares), representing approximately 17.8 per cent. of the issued Ordinary Shares (including Ordinary Shares represented by ADSs) and approximately 15.4 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.   OPTIONS PROPOSAL
4.1   Final Close of the Options Proposal. Concurrent with the Offer, the Offeror has made a proposal to all holders of options granted under certain STATS ChipPAC share option plans (the “Options Proposal”). The Options Proposal has also closed as of 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 18 May 2007.
4.2   Acceptances of the Options Proposal. As at 5.30 p.m. Singapore time, 5.30 a.m. New York City time on 18 May 2007, valid acceptances of the Options Proposal have been received (and not withdrawn) in respect of Options exercisable for 83,713,841 Ordinary Shares. The Options Proposal is subject to the terms and conditions set out in the letter from the Offeror to all Optionholders dated 16 March 2007, as supplemented by the letter from the Offeror to all Optionholders dated 9 April 2007, which are available on the website of the SGX-ST at www.sgx.com and the website of the SEC at www.sec.gov.
5.   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
18 May 2007

4

EX-99.(A)(1)(LIX) 3 u93024aexv99wxayx1yxlixy.htm EX-99.(A)(1)(LIX) PRESS RELEASE, DATED MAY 18, 2007 EX-99.(A)(1)(LIX) Press Release, dated May 18 2007
 

Exhibit (a)(1)(LIX)
SINGAPORE TECHNOLOGIES SEMICONDUCTORS PTE LTD
(Co. Reg. No.: 199503003D)
NEWS RELEASE
TEMASEK HOLDINGS SUBSIDIARY SINGAPORE TECHNOLOGIES SEMICONDUCTORS CLOSES SUCCESSFUL CASH OFFER FOR STATS ChipPAC Ltd.
Singapore, May 18, 2007 — Temasek Holdings (Private) Limited’s (“Temasek”) wholly-owned subsidiary, Singapore Technologies Semiconductors Pte Ltd (“STSPL”), today announced that its voluntary conditional cash offer (the “Offer”) for the remaining shares (including shares represented by American Depositary Shares (“ADSs”)) in STATS ChipPAC Ltd. (“STATS ChipPAC,” SGX-ST: STATSChP, Nasdaq: STTS) that STSPL did not already own and for STATS ChipPAC’s outstanding US$115,000,000 Convertible Notes due 2008 and US$150,000,000 2.50% Convertible Subordinated Notes due 2008 (together, the “Convertible Notes”) has closed as of 5:30 PM Singapore time, 5:30 AM New York City time, on Friday, May 18, 2007. The Offer Price was S$1.75 in cash for each share and S$17.50 in cash for each ADS.
According to the report of the receiving and tender agents for the Offer, STSPL has received valid acceptances of the Offer in respect of 945,785,049 shares (including shares represented by 36,303,474 ADSs), representing 46.4% of the outstanding shares (including shares represented by ADSs), as well as US$134,500,000 principal amount of Convertible Subordinated Notes due 2008. No acceptances have been received in respect of the Convertible Notes due 2008. Upon the final settlement of the Offer, STSPL and its concert parties will hold a total of 83.1% of the outstanding shares (including shares and ADSs held by STSPL as at the announcement of the Offer on March 1, 2007 and shares acquired or agreed to be acquired by STSPL after March 1, 2007 and up to 5:30 PM Singapore time, 5:30 AM New York City time, on May 18, 2007, other than pursuant to valid acceptances of the Offer).
Concurrent with the Offer, STSPL had made a proposal to all holders of options granted under certain STATS ChipPAC stock option plans, which has also closed. As of May 18, 2007, acceptances had been received in respect of options exercisable for 83,713,841 shares.
Mr Tow Heng Tan, Senior Managing Director of Investment and Co-Chief Investment Officer of Temasek Holdings, said: “Temasek has been a long term shareholder of STATS ChipPAC since 1995. We are happy to have succeeded in increasing our stake in the company.”
Holders of shares, ADSs and Convertible Notes should refer to the announcement of Final Close of the Offer dated May 18, 2007, which is available on the website of the Singapore Exchange Securities Trading Limited, for more information.
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About Temasek Holdings (Private) Limited
Incorporated in 1974, Temasek Holdings is an Asia investment firm headquartered in Singapore. Supported by affiliates and offices around Asia, it manages a diversified S$129 billion (about US$80 billion) portfolio, concentrated principally in Singapore, Asia and the OECD economies. The Temasek portfolio spans various industries including telecommunications & media, financial services, real estate, transportation & logistics, energy & resources, infrastructure, engineering & technology as well as bioscience & healthcare.
Temasek’s total shareholder return since inception in 1974 has been 18 percent compounded annually. It has a corporate credit rating of AAA/Aaa by rating agencies Standard & Poor’s and Moody’s respectively. For further information on Temasek please visit www.temasekholdings.com.sg.
About STATS ChipPAC Ltd.
STATS ChipPAC Ltd. is a service provider of semiconductor packaging design, assembly, testing and distribution solutions. STATS ChipPAC is headquartered in Singapore and has manufacturing facilities located in Singapore, South Korea, China, Malaysia and Taiwan and test pre-production facilities in the United States.
The directors of Singapore Technologies Semiconductors Pte Ltd (including any 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 or reproduced from published or publicly available sources (including, without limitation, in relation to STATS ChipPAC), the sole responsibility of the directors of Singapore Technologies Semiconductors Pte Ltd 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.
For media queries, please contact:
Singapore
Ivan Tan
Weber Shandwick
Tel: +65 6825 8027
Email: itan@webershandwick.com
US
Judith Wilkinson
Joele Frank, Wilkinson Brimmer Katcher
Tel: +1 212 355 4449
Email: jwilkinson@joelefrank.com

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