UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13E-3
RULE
13e-3 TRANSACTION STATEMENT
UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
ASE
TEST LIMITED
(Name
of
the Issuer)
ASE
Test Limited
Advanced
Semiconductor Engineering, Inc.
(Name
of
Person(s) Filing Statement)
Ordinary
Shares
(Title
of
Class of Securities)
Y02516105
(CUSIP
Number of Class of Securities)
|
Mr.
Joseph Tung
Advanced
Semiconductor Engineering, Inc.
Room
1901, TWTC International Trade Building, 19/F
333
Keelung Road, Section 1
Taipei
110
Taiwan,
Republic of China
(886-2)
8780-5489
|
Mr.
Kenneth S. J. Hsiang
ASE
Test Limited
10
West Fifth Street
Nantze
Export Processing Zone
Kaohsiung
Taiwan,
Republic of China
(886-7)
363-6641
|
(Name,
Address and Telephone Number of Persons Authorized to Receive Notices and
Communications on Behalf of Persons Filing Statement)
With
copies to:
|
Mark
J. Lehmkuhler, Esq.
Davis
Polk & Wardwell
18th
Floor, The Hong Kong Club Building
3A
Charter Road
Hong
Kong
(852)
2533-3300
|
William
Y. Chua, Esq.
Sullivan
& Cromwell LLP
28
th
Floor
Nine
Queen’s Road Central
Hong
Kong
(852)
2826-8688
|
This
statement is filed in connection with (check the appropriate box):
|
o
|
a. The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
|
|
o
|
b. The
filing of a registration statement under the Securities Act of
1933.
|
Check
the
following box if the soliciting materials or information statement referred
to
in checking box (a) are preliminary copies:
¨
Check
the
following box if the filing is a final amendment reporting the results of the
transaction:
o
Calculation
of Filing Fee
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$867,185,237.32
|
$34,080.38
|
|
*
|
Calculated
solely for purposes of determining the filing fee. The filing fee
was
calculated based on the sum of (i) US$14.78 (the proposed cash payment
for
each ASE Test ordinary share listed on The Nasdaq Global Market)
multiplied by the sum of (x) 39,596,572 (the number of such shares
outstanding as of November 30, 2007 that are subject to the transaction)
and (y) 8,316,122 (the number of such shares issuable upon the exercise
of
options outstanding as of November 30, 2007 that have a per share
exercise
price lower than US$14.78), and (ii) US$0.185 (the proposed cash
payment,
payable in NT$ equivalent, for each ASE Test depositary share listed
on
the Taiwan Stock Exchange) multiplied by 859,652,000 (the number
of such
depositary shares outstanding as of November 30, 2007 that are subject
to
the transaction).
|
|
|
|
|
**
|
The
payment of the filing fee, calculated in accordance with Rule 0-11(b)
under the United States Securities Exchange Act of 1934, as amended,
equals .0000393 multiplied by the Transaction
Valuation.
|
|
|
|
|
¨
|
Check
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.
|
INTRODUCTION
This
Rule
13e-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”) is
being filed with the United States Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the United States Securities Exchange Act of
1934, as amended (the “Exchange Act”), by (1) ASE Test Limited, a company
incorporated and existing under the laws of the Republic of Singapore (“ASE
Test”), and (2) Advanced Semiconductor Engineering, Inc., a company incorporated
and existing under the laws of Taiwan, Republic of China (“ASE Inc.”) (each, a
“Filing Person”).
On
September 4, 2007, ASE Inc. and ASE Test entered into the scheme implementation
agreement (the “Scheme Implementation Agreement”) pursuant to which ASE Inc.
agreed to acquire the outstanding ordinary shares of ASE Test held by
shareholders of ASE Test other than ASE Inc. and its subsidiaries by way of
a
scheme of arrangement under Singapore law (the “Scheme”). Following
the effectiveness of the Scheme, ASE Test will become an indirect wholly-owned
subsidiary of ASE Inc., and ASE Test ordinary shares listed on The NASDAQ Global
Market and ASE Test depositary shares listed on the Taiwan Stock Exchange will
be delisted from The NASDAQ Global Market and the Taiwan Stock Exchange,
respectively.
Upon
the
effectiveness of the Scheme, each ASE Test shareholder (other than ASE Inc.
and
its subsidiaries) will be entitled to receive the following payment (the “Scheme
Consideration”): (i) US$14.78 in cash, for each ASE Test ordinary share listed
on The NASDAQ Global Market held by such ASE Test shareholder, and (ii) the
NT$
equivalent of US$0.185 in cash (based on the prevailing exchange rate), for
each
ASE Test depositary share (representing 0.0125 ASE Test ordinary shares) listed
on the Taiwan Stock Exchange held by such ASE Test shareholder. A
copy of the Scheme Implementation Agreement is attached hereto as Exhibit
(d)(1).
Upon
the
effectiveness of the Scheme, (i) each ASE Test option for ASE Test ordinary
shares (whether or not vested) that has a per share exercise price lower than
the per share Scheme Consideration will be deemed to have been exercised by
ASE
Test on behalf of the option holder through a broker on a cashless basis, and
the ASE Test ordinary shares issued upon such mandatory exercise of the option
will be acquired by ASE Inc. for the Scheme Consideration of US$14.78 per share
in cash, and as a result the option holder will receive a cash payment equal
to
the excess of the per share Scheme Consideration over the per share exercise
price of the option, less any interest, fees and charges of the broker; and
(ii)
each ASE Test option that has a per share exercise price equal to or higher
than
the per share Scheme Consideration will be cancelled without any payment to
the
option holder.
The
Scheme
is subject to the satisfaction or waiver of the conditions set forth in the
Scheme Implementation Agreement, including the approval by a majority in number
of ASE Test shareholders other than ASE Inc. and its affiliates (the
“Unaffiliated ASE Test Shareholders”) present and voting, whether in person or
by proxy, at a meeting of ASE Test shareholders directed to be convened by
the
High Court of the Republic of Singapore for the purpose of approving the Scheme
(the “Court Meeting”), with such majority holding not less than 75% in value of
the ASE Test ordinary shares held by the Unaffiliated ASE Test Shareholders
present and voting, whether in person or by proxy, at the Court
Meeting.
In
connection with the Scheme and the Court Meeting, ASE Test will distribute
a
scheme document (the “Scheme Document”) to ASE Test shareholders, a copy of
which is attached hereto as Exhibit (a)(1). As of the date hereof,
the Scheme Document is in preliminary form and is subject to
completion. The cross references below show the location in the
Scheme Document of the information required to be included in response to the
items of Schedule 13E-3. Pursuant to General Instruction F to
Schedule 13E-3, the information contained in the Scheme Document, including
all
appendices thereto, is incorporated in its entirety herein by this reference,
and the responses to each item in this Transaction Statement are qualified
in
their entirety by the information contained in the Scheme Document and the
appendices thereto. Capitalized terms used but not defined herein shall have
the
meanings ascribed to such terms in the Scheme Document.
All
information contained in this Transaction Statement concerning any of the Filing
Persons has been provided by such Filing Person and none of the Filing Persons
takes responsibility for the accuracy of any information not supplied by such
Filing Person.
Item
1: Summary Term Sheet.
Item
1001
of Regulation M-A:
The
information set forth in the Scheme Document under the following captions is
incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
Item
2: Subject Company Information.
Item
1002
of Regulation M-A:
(a)
Name and Address
. The information set forth in the Scheme Document
under the caption “PARTIES TO THE SCHEME” is incorporated herein by
reference.
(b)
Securities
. The information set forth in the Scheme Document under the
caption “THE COURT MEETING—Persons Entitled to Vote; Vote Required; Quorum” is
incorporated herein by reference.
(c)
Trading Market and Price
. The information set forth in the Scheme
Document under the caption “OTHER IMPORTANT INFORMATION REGARDING ASE
TEST—Comparative Share Prices and Dividends” is incorporated herein by
reference.
(d)
Dividends
. The information set forth in the Scheme Document under the
caption “OTHER IMPORTANT INFORMATION REGARDING ASE TEST—Comparative Share Prices
and Dividends” is incorporated herein by reference.
(e)
Prior Public Offerings
. None.
(f)
Prior Stock Purchases
. None.
Item
3: Identity and Background of Filing Persons.
Item
1003
of Regulation M-A:
(a)
Name and Address
. ASE Test is both a Filing Person and the subject
company. ASE Inc. is a Filing Person and an affiliate of ASE Test. As
of November 30, 2007, ASE Inc. indirectly holds approximately 50.3% of the
outstanding ordinary shares of ASE Test. The information set forth in
the Scheme Document under the following captions is incorporated herein by
reference:
|
·
|
“PARTIES
TO THE SCHEME”
|
|
·
|
“Appendix
C – Information Relating to Directors and Executive Officers of ASE Test
and ASE Inc.”
|
(b)
Business and Background of Entities
. The information set forth in the
Scheme Document under the caption “PARTIES TO THE SCHEME” is incorporated herein
by reference.
(c)
Business and Background of Natural Persons
. The information set forth
in the Scheme Document in “Appendix C – Information Relating to Directors and
Executive Officers of ASE Test and ASE Inc.” is incorporated herein by
reference.
Item
4: Terms of the Transaction.
Item
1004
of Regulation M-A:
(a)
Material Terms
.
(1)
Tender offers
. Not applicable.
(2)
Mergers or Similar Transactions
. The information set forth in the
Scheme Document under the following captions is incorporated herein by
reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT”
|
|
·
|
“Appendix
A — Scheme Implementation
Agreement”
|
|
·
|
“Appendix
D — The Scheme”
|
(c)
Different Terms
. The information set forth in the Scheme Document under
the following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Persons Entitled to Vote; Vote Required;
Quorum”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Effects of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Treatment of
Options”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Shareholders Outside the United States, the
Republic of China and the Republic of
Singapore”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT—Scheme
Consideration”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT—Treatment of
Options”
|
|
·
|
“Appendix
A — Scheme Implementation
Agreement”
|
|
·
|
“Appendix
D — The Scheme”
|
(d)
Appraisal Rights
. The information set forth in the Scheme Document
under the following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Appraisal
Rights”
|
(e)
Provisions for Unaffiliated Security Holders
. The information set forth
in the Scheme Document under the caption “PROVISIONS FOR UNAFFILIATED ASE TEST
SHAREHOLDERS” is incorporated herein by reference.
(f)
Eligibility for Listing or Trading
. Not applicable.
Item
5: Past Contacts, Transactions, Negotiations and
Agreements.
Item
1005
of Regulation M-A:
(a)
Transactions
. The information set forth in the Scheme Document under
the following captions is incorporated herein by reference:
|
·
|
“OTHER
IMPORTANT INFORMATION REGARDING ASE TEST—Transactions with
Affiliates”
|
|
·
|
“WHERE
YOU CAN FIND ADDITIONAL
INFORMATION”
|
(b)
Significant Corporate Events
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT”
|
|
·
|
“WHERE
YOU CAN FIND ADDITIONAL
INFORMATION”
|
(c)
Negotiations or Contacts
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT”
|
|
·
|
“WHERE
YOU CAN FIND ADDITIONAL
INFORMATION”
|
(e)
Agreements Involving the Subject Company’s Securities
. The information
set forth in the Scheme Document under the following captions is incorporated
herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Persons Entitled to Vote; Vote Required;
Quorum”
|
Item
6: Purposes of the Transaction and Plans or Proposals.
Item
1006
of Regulation M-A:
(b)
Use of Securities Acquired
. The information set forth in the Scheme
Document under the caption “SPECIAL FACTORS REGARDING THE SCHEME—Plans Following
the Scheme” is incorporated herein by reference.
(c) (1)-(8)
Plans
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Effects of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Plans Following the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Effects on ASE Test if the Scheme Does Not
Become Effective”
|
Item
7: Purposes, Alternatives, Reasons and Effects.
Item
1013
of Regulation M-A:
(a)
Purposes
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
(b)
Alternatives
. The information set forth in the Scheme Document under
the following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
(c)
Reasons
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
(d)
Effects
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Effects of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Effects on ASE Test if the Scheme Does Not
Become Effective”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—United States Federal Income Tax
Consequences”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Republic of China Income Tax
Consequences”
|
Item
8: Fairness of the Transaction.
Item
1014
of Regulation M-A:
(a)
Fairness
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of Lehman
Brothers”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of ANZ
Singapore”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for the Scheme; Position
as to Fairness”
|
|
·
|
“Appendix
B – Opinion of Lehman Brothers
Inc.”
|
|
·
|
“Appendix
K – Opinion of ANZ Singapore
Limited”
|
(b)
Factors Considered in Determining Fairness
. The information set forth
in the Scheme Document under the following captions is incorporated herein
by
reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of Lehman
Brothers”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of ANZ
Singapore”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Presentation of
Citi”
|
|
·
|
“Appendix
B – Opinion of Lehman Brothers
Inc.”
|
|
·
|
“Appendix
K – Opinion of ANZ Singapore
Limited”
|
(c)
Approval of Security Holders
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Persons Entitled to Vote; Vote Required;
Quorum”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT—Conditions to the
Scheme”
|
|
·
|
“Appendix
A – Scheme Implementation
Agreement”
|
(d)
Unaffiliated Representative
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
(e)
Approval of Directors
. The information set forth in the Scheme Document
under the following captions is incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
(f)
Other offers
. None.
Item
9: Reports, Opinions, Appraisals, and Negotiations.
Item
1015
of Regulation M-A:
(a)
Report, Opinion or Appraisal
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of Lehman
Brothers”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of ANZ
Singapore”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Recommendation of ASE Test’s Independent
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME — Presentation of
Citi”
|
(b)
Preparer and Summary of the Report, Opinion, or Appraisal
. The
information set forth in the Scheme Document under the following captions is
incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of Lehman
Brothers”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of ANZ
Singapore”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Presentation of
Citi”
|
|
·
|
“Appendix
B – Opinion of Lehman Brothers
Inc.”
|
|
·
|
“Appendix
K – Opinion of ANZ
Singapore”
|
(c)
Availability of Documents
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of Lehman
Brothers”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Opinion of ANZ
Singapore”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Presentation of
Citi”
|
Item
10: Source and Amounts of Funds or Other Consideration.
Item
1007
of Regulation M-A:
(a)
Sources of Funds
. The information set forth in the Scheme Document
under the following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Financing
Arrangements”
|
(b)
Conditions
. The information set forth in the Scheme Document under the
caption “SPECIAL FACTORS REGARDING THE SCHEME—Financing Arrangements” is
incorporated herein by reference.
(c)
Expenses
. The information set forth in the Scheme Document under the
following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Fees and
Expenses”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT—Fees and
Expenses”
|
(d)
Borrowed Funds
. The information set forth in the Scheme Document under
the following captions is incorporated herein by reference:
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Financing
Arrangements”
|
Item
11: Interest in Securities of the Subject Company.
Item
1008
of Regulation M-A:
(a)
Securities Ownership
. The information set forth in the Scheme Document
under the caption “OTHER IMPORTANT INFORMATION REGARDING ASE TEST—Security
Ownership of Certain Beneficial Owners and Management” is incorporated herein by
reference.
(b)
Securities Transactions
. None.
Item
12: The Solicitation or Recommendation.
Item
1012
of Regulation M-A:
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The
information set forth in the Scheme Document under the following captions is
incorporated herein by reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Persons Entitled to Vote; Vote Required;
Quorum”
|
|
·
|
“OTHER
IMPORTANT INFORMATION REGARDING ASE TEST—Security Ownership of Certain
Beneficial Owners and Management”
|
|
·
|
“Appendix
A—Scheme Implementation Agreement”
|
(e)
Recommendations of Others
. The information set forth in the Scheme
Document under the following captions is incorporated herein by
reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Purpose of the Court
Meeting”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Background of the
Scheme”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Test’s Reasons for the Scheme;
Recommendation of ASE Test’s Board of
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—Recommendation of ASE Test’s Independent
Directors”
|
|
·
|
“SPECIAL
FACTORS REGARDING THE SCHEME—ASE Inc.’s Reasons for Effecting the Scheme;
Position as to Fairness”
|
|
·
|
“THE
SCHEME IMPLEMENTATION AGREEMENT—Representations and
Warranties”
|
Item
13: Financial Statements.
Item
1010
of Regulation M-A:
(a)
Financial Information
. The information set forth in the Scheme Document
under the following captions is incorporated herein by reference:
|
·
|
“OTHER
IMPORTANT INFORMATION REGARDING ASE TEST—Financial
Information”
|
|
·
|
“WHERE
YOU CAN FIND ADDITIONAL
INFORMATION”
|
|
·
|
“Appendix
F—Audited Consolidated Financial Statements of ASE Test and Its
Subsidiaries as of and for the Fiscal Years Ended December 31, 2004,
2005
and 2006”
|
|
·
|
“Appendix
G—Unaudited Consolidated Financial Statements of ASE Test and Its
Subsidiaries as of and for the Three Months and Nine Months Ended
September 30, 2006 and 2007”
|
(b)
Pro Forma Information
. Not applicable.
Item
14: Persons/Assets, Retained, Employed, Compensated or
Used.
Item
1009
of Regulation M-A:
(a)
Solicitations or Recommendations
. The information set forth in the
Scheme Document under the following captions is incorporated herein by
reference:
|
·
|
“QUESTIONS
AND ANSWERS ABOUT THE SCHEME AND THE COURT
MEETING”
|
|
·
|
“THE
COURT MEETING—Solicitation of
Proxies”
|
(b)
Employees and Corporate Assets
. The information set forth in the Scheme
Document under the caption “THE COURT MEETING—Solicitation of Proxies” is
incorporated herein by reference.
Item
15: Additional Information.
Item
1011(b) of Regulation M-A:
(b)
Other Material Information
. The information set forth in the Scheme
Document, including all appendices thereto, is incorporated in its entirety
herein by reference.
Item
16: Exhibits.
|
|
(a)(1)
|
Form
of Scheme Document of ASE Test Limited
|
|
|
|
|
|
|
(a)(2)
|
Joint
Press Release dated September 4, 2007 (incorporated herein by reference
to
the reports on Form 6-K filed by ASE Test Limited and Advanced
Semiconductor Engineering, Inc., respectively, on September 4,
2007)
|
|
|
|
|
|
|
(a)(3)
|
Joint
Announcement dated September 4, 2007 (incorporated herein by reference
to
the reports on Form 6-K filed by ASE Test Limited and Advanced
Semiconductor Engineering, Inc., respectively, on September 5,
2007)
|
|
|
|
|
|
|
(b)(1)
|
Commitment
Letter by Citibank, N.A., Taipei Branch for up to US$750 million
NT$
equivalent term facility dated September 4, 2007
|
|
|
|
|
|
|
(b)(2)
|
Amendment
to Commitment Letter by Citibank, N.A., Taipei Branch dated November
30,
2007, extending the commitment termination date under the Commitment
Letter dated September 4, 2007
|
|
|
|
|
|
|
(c)(1)
|
Opinion
of Lehman Brothers Inc. dated September 4, 2007 (incorporated herein
by
reference to Appendix B to the Scheme Document)
|
|
|
|
|
|
|
(c)(2)
|
Presentation
of Lehman Brothers Inc. to the Special Committee of the Board of
Directors
of ASE Test Limited dated September 4, 2007
|
|
|
|
|
|
|
(c)(3)
|
Presentation
of Citigroup Global Markets Taiwan Ltd. to Advanced Semiconductor
Engineering, Inc. dated August 30, 2007
|
|
|
|
|
|
|
(c)(4)
|
Form
of Opinion of ANZ Singapore Limited (incorporated herein by reference
to
Appendix K of the Scheme Document)
|
|
|
|
|
|
|
(d)(1)
|
Scheme
Implementation Agreement dated September 4, 2007 between Advanced
Semiconductor Engineering, Inc. and ASE Test Limited (incorporated
herein
by reference to Appendix A to the Scheme Document)
|
|
|
|
|
|
|
(d)(2)
|
Form
of Undertaking delivered to ASE Test Limited and Advanced Semiconductor
Engineering, Inc. by affiliates of Advanced Semiconductor Engineering,
Inc.
|
|
|
|
|
|
|
(f)(1)
|
Not
Applicable
|
|
|
|
|
|
|
(g)(1)
|
Questions
and Answers relating to the Scheme dated October 30,
2007
|
|
|
|
|
|
|
(g)(2)
|
Form
of Proxy for the Court Meeting (incorporated herein by reference
to
Appendix E to the Scheme Document)
|
SIGNATURES
After
due
inquiry and to the best of my knowledge and belief, I certify that the
information in this statement is true, complete and correct.
Dated:
January 4, 2008
|
ASE
Test Limited
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Kenneth
S. J. Hsiang
|
|
|
|
Name:
|
Kenneth
S. J. Hsiang
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
|
Advanced
Semiconductor Engineering, Inc.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Joseph
Tung
|
|
|
|
Name:
|
Joseph
Tung
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
|
|
(a)(1)
|
Form
of Scheme Document of ASE Test Limited
|
|
|
|
|
(a)(2)
|
Joint
Press Release dated September 4, 2007 (incorporated herein by reference
to
the reports on Form 6-K filed by ASE Test Limited and Advanced
Semiconductor Engineering, Inc., respectively, on September 4,
2007)
|
|
|
|
|
(a)(3)
|
Joint
Announcement dated September 4, 2007 (incorporated herein by reference
to
the reports on Form 6-K filed by ASE Test Limited and Advanced
Semiconductor Engineering, Inc., respectively, on September 5,
2007)
|
|
|
|
|
(b)(1)
|
Commitment
Letter by Citibank, N.A., Taipei Branch for up to US$750 million
NT$
equivalent term facility dated September 4, 2007
|
|
|
|
|
(b)(2)
|
Amendment
to Commitment Letter by Citibank, N.A., Taipei Branch dated November
30,
2007, extending the commitment termination date under the Commitment
Letter dated September 4, 2007
|
|
|
|
|
(c)(1)
|
Opinion
of Lehman Brothers Inc. dated September 4, 2007 (incorporated herein
by
reference to Appendix B to the Scheme Document)
|
|
|
|
|
(c)(2)
|
Presentation
of Lehman Brothers Inc. to the Special Committee of the Board of
Directors
of ASE Test Limited dated September 4, 2007
|
|
|
|
|
(c)(3)
|
Presentation
of Citigroup Global Markets Taiwan Ltd. to Advanced Semiconductor
Engineering, Inc. dated August 30, 2007
|
|
|
|
|
(c)(4)
|
Form
of Opinion of ANZ Singapore Limited (incorporated herein by reference
to
Appendix K of the Scheme Document)
|
|
|
|
|
(d)(1)
|
Scheme
Implementation Agreement dated September 4, 2007 between Advanced
Semiconductor Engineering, Inc. and ASE Test Limited (incorporated
herein
by reference to Appendix A to the Scheme Document)
|
|
|
|
|
(d)(2)
|
Form
of Undertaking delivered to ASE Test Limited and Advanced Semiconductor
Engineering, Inc. by affiliates of Advanced Semiconductor Engineering,
Inc.
|
|
|
|
|
(f)(1)
|
Not
Applicable
|
|
|
|
|
(g)(1)
|
Questions
and Answers relating to the Scheme dated October 30,
2007
|
|
|
|
|
(g)(2)
|
Form
of Proxy for the Court Meeting (incorporated herein by reference
to
Appendix E to the Scheme Document)
|
|
|
|
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