| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
|
SCHEDULE 13D
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| SILICONWARE PRECISION INDUSTRIES CO., LTD. |
| (Name of Issuer) |
|
Common Shares, Par Value NT$10.00 Per Share and American Depositary Shares, Each Representing Five Common Shares |
| (Title of Class of Securities) |
| 827084864 (American Depositary Shares) |
| (CUSIP Number of Class of Securities) |
| TW0002325008 (Common Shares) |
| (ISIN Number of Class of Securities) |
|
Joseph Tung Room 1901, No. 333, Section 1 Keelung Rd. Taipei, Taiwan, 110 Republic of China Tel: +886 2-6636-5678 |
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(Name, Address and Telephone Number of Person
Authorized to
With a copy to: George R. Bason, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: +1 (212) 450-4000
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| December 14, 2017 |
| (Date of Event which Requires Filing of this Statement) |
| If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐ |
| *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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CUSIP No. 827084864 |
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| 1. |
Names of Reporting Persons.
Advanced Semiconductor Engineering, Inc. | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ | ||
| 3. |
SEC Use Only
| ||
| 4. |
Source of Funds (See Instructions)
WC | ||
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| ||
| 6. |
Citizenship or Place of Organization
Republic of China | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
Sole Voting Power
1,037,300,000 | |
| 8. |
Shared Voting Power
| ||
| 9. |
Sole Dispositive Power
1,037,300,000 | ||
| 10. |
Shared Dispositive Power
| ||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,037,300,000 | ||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| ||
| 13. |
Percent of Class Represented by Amount in Row (11)
33.29% | ||
| 14. |
Type of Reporting Person (See Instructions)
HC, CO | ||
| Item 1. | Security and Issuer |
Advanced Semiconductor Engineering, Inc. ( “ASE”) hereby amends and supplements its report on Schedule 13D, as filed on December 29, 2015 (the “Schedule 13D”), with respect to the Common Shares, NT$10 par value per share (the “Common Shares”), and American depositary shares, each representing five Common Shares (“ADSs”), of Siliconware Precision Industries Co., Ltd., a company limited by shares under the Company Law of the Republic of China (“SPIL”). Unless otherwise indicated, capitalized terms used in this Amendment No. 19, but not defined herein, shall have the meaning assigned to such terms in the Schedule 13D.
Except as set forth herein, the Schedule 13D is unmodified.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On November 16, 2016, the TFTC issued a no objection letter in respect of the proposed combination between ASE and SPIL. On May 15, 2017, ASE received a letter from the U.S. Federal Trade Commission confirming that its non-public investigation of the proposed combination had been closed. On November 24, 2017, the Ministry of Commerce of the People’s Republic of China approved the proposed combination on the condition that ASE and SPIL maintain independent operations, among other conditions, for 24 months.
On December 14, 2017, ASE's Chairman and SPIL's Chairman signed a supplemental agreement to the Joint Share Exchange Agreement ("Supplemental Agreement") pursuant to which both parties agree to extend the last day for the consummation of the Share Exchange from December 31, 2017 to October 31, 2018. The Supplemental Agreement will be effective upon the approval by each of ASE's and SPIL's board of directors. A copy of the Supplemental Agreement is attached as Exhibit 17 hereto.
| Item 7. | Material to be filed as Exhibits. |
Item 7 is hereby amended and supplemented as follows:
Exhibit 17: Supplemental Agreement to the Joint Share Exchange Agreement, dated December 14, 2017.
SIGNATURE
After reasonable 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.
Date: December 14, 2017
| ADVANCED SEMICONDUCTOR ENGINEERING, INC. | |||
| By: | /s/ Joseph Tung | ||
| Name: | Joseph Tung | ||
| Title: | Chief Financial Officer | ||
Supplemental Agreement
to
Joint
Share Exchange Agreement
Preamble
This Supplemental Agreement (this “Agreement”) to Joint Share Exchange Agreement (as defined below) is entered into on December 14, 2017 (the “Execution Date”) by and between:
| (1) | Advanced Semiconductor Engineering, Inc. (“ASE”), a company incorporated under Republic of China (“ROC”) laws, with its address at No. 26, Chin Third Road, Nantze Export Processing Zone, Nantze District, Kaohsiung City, Taiwan; and |
| (2) | Siliconware Precision Industries Co., Ltd. (“SPIL”), a company incorporated under ROC laws, with its address at No. 123, Section 3, Da Fong Road, Tantzu District, Taichung City, Taiwan. |
WHEREAS ASE and SPIL (collectively, the “Parties”) have entered into the Joint Share Exchange Agreement (the “Joint Share Exchange Agreement”) on June 30, 2016 whereby ASE will file an application to establish a holding company (“HoldCo”) by means of a statutory share exchange, and HoldCo will acquire all issued and outstanding shares of both ASE and SPIL. After the closing of the share exchange, ASE and SPIL will become wholly-owned subsidiaries of HoldCo concurrently (the “Transaction” or “Share Exchange”).
NOW THEREFORE, IN WITNESS WHEREOF, the Parties have entered into this Agreement for the purpose of completing the Transaction, as follows:
| 1. | Long Stop Date |
| 1.1 | Both Parties agree to amend the definition of Long Stop Date (the “Long Stop Date”) as set forth in the Joint Share Exchange Agreement to read as follows: |
Long Stop Date refers to October 31, 2018 or a later date otherwise agreed in writing by both Parties.
| 2. | Other Agreements |
| 2.1 | This Agreement shall be deemed to be part of the Joint Share Exchange Agreement, provided that the terms of this Agreement shall prevail in case of discrepancy between this Agreement and the Joint Share Exchange Agreement. The Joint Share Exchange Agreement shall be applicable to matters not covered herein. Capitalized terms undefined herein shall have the meaning ascribed to them in the Joint Share Exchange Agreement. |
| 2.2 | The interpretations, effectiveness and performance of this Agreement shall be governed by ROC law. Any matter not covered herein shall be addressed in accordance with Joint Share Exchange Agreement and relevant laws and regulations. |
| 2.3 | Pursuant to Article 17.3 of Joint Share Exchange Agreement, this Agreement shall become effective after it is signed and delivered by both Parties and upon approval by their respective board of directors. |
| 2.4 | This Agreement is made in duplicate originals, one to be retained by each Party. |
[Remainder of This Page Intentionally Left Blank, Signature Page Follows]
Parties
Advanced Semiconductor Engineering, Inc.
|
Siliconware Precision Industries Co., Ltd.
| |
Representative: Jason C.S. Chang |
Representative: Bough Lin |