Advanced Semiconductor Engineering, Inc. (TWSE: 2311; NYSE: ASX) (ASE) announces that today its board of directors passed resolutions to spin-off of its subsidiary Universal Scientific Industrial Co., Ltd. ("USI") as part of an effort to enhance operational flexibility via structural adjustments. Where necessary, ASE will integrate the business activities of USI with those of other business entities within the group with the aim of achieving increased integral operational efficiency by integrating various group resources dedicated to specialized business operations.
At today's board meeting, subsidiary USI also passed resolutions authorizing the spin-off as well as capital reduction proposals that will assign its investment business with an estimated value of NTD 35.5 billion (including assets, liabilities and business) to USI, Inc. ("New USI"), a newly established business entity. New USI will issue approximately 1 billion new shares at the ratio of 1,000 existing USI shares to 609.2743815 new shares. At the same time, USI plans to undergo a capital reduction of NTD 16,013 million by reducing 975.62902474 shares per 1,000 shares (a reduction ratio of 97.56%). After the capital reduction, the share capital of USI will be reduced from NTD 16,413 million to NTD 400 million. The record date of the spin-off and capital reduction is March 6, 2015. This proposal will be submitted to a special shareholders' meeting of USI to be held on February 2, 2015.
ASE holds a total of 1,625 million common shares in USI, a 99.01% shareholding. After the record date of the USI spin-off and capital reduction, ASE's shareholding is expected to decrease to 39.603 million shares with the same 99.01% shareholding. At the same time, ASE will acquire 990 million shares in New USI, with a 99.01% shareholding. The spin-off is part of the internal structural adjustments in the ASE group and will not have impact on the financial position and business operation of ASE.
