Davis Polk is advising Advanced Semiconductor Engineering Inc. (“ASE”) in connection with its proposed combination with Siliconware Precision Industries Co., Ltd (“SPIL”) by means of a share exchange (the “Joint Share Exchange”) and the establishment of a holding company (“Holdco”). The Joint Share Exchange will result in (1) Holdco issuing new HoldCo shares as consideration in exchange for all of ASE’s shares at the exchange ratio of 1 ASE common share in exchange for 0.5 HoldCo common shares and (2) HoldCo paying NT$55 in cash per SPIL common share as consideration for all of SPIL’s shares. The completion of the transaction is conditioned upon the completion of the execution of the Joint Share Exchange Agreement, all necessary approvals from foreign and domestic competent authorities and the satisfaction of all other closing conditions.

ASE is the world’s largest provider of independent semiconductor manufacturing services in assembly and test. SPIL has become one of the leading providers of comprehensive semiconductor assembly and test services.

The Davis Polk corporate team includes partners George R. Bason Jr. and James C. Lin, associates Daniel Brass and Shaun Levor and foreign registered lawyer Sabrina Lin. Xu Yang was the legal assistant on the transaction. Members of the Davis Polk team are based in the Hong Kong, New York and Beijing offices.

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