Sep. 13, 2009 (Business Wire) -- Chartered Semiconductor Manufacturing Ltd. (Nasdaq:CHRT) (SGX-ST:CHARTEREDSC) issued the following on behalf of its board of directors in reference to the proposed acquisition of Chartered by ATIC International Investment Company (LLC):
Reference
Reference is made to the proposed acquisition (“Acquisition”) of Chartered Semiconductor Manufacturing Ltd. (“Company”) by ATIC International Investment Company LLC (“Acquiror”) by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore (“Scheme”), as announced by the Company and the Acquiror jointly on 7 September 2009 (“Joint Announcement”). Terms defined in the Joint Announcement have the same meanings when used herein.
Preliminary IFA Opinion
As noted in the Joint Announcement, the Independent Directors had on 7 September 2009 appointed Deutsche Bank AG, Singapore Branch ("IFA") as an independent financial adviser to advise them in respect of the Scheme.
At a meeting of the Board on 12 September 2009, the IFA rendered its preliminary opinion, addressed solely to the Independent Directors, in respect of the financial terms of the Scheme.
Based on the IFA’s review of the financial terms of the Scheme, as at 11 September 2009 (being the latest practicable date prior to the date of this Announcement) (“Latest Practicable Date”), the IFA is of the preliminary opinion that the Scheme Consideration is fair and reasonable from a financial point of view (“Preliminary Opinion”).
The Preliminary Opinion is based solely on market, industry, monetary, regulatory and other conditions as at the Latest Practicable Date (“Prevailing Conditions”) and upon publicly available information and information provided to the IFA by the Company and its advisers as at the Latest Practicable Date. The Preliminary Opinion is subject to the bases, assumptions and qualifications to be set out in the IFA Letter (defined below).
In rendering the Preliminary Opinion, the IFA did not have regard to the general or specific investment objectives, financial situation, risk profiles, tax position or particular needs and constraints of any individual Company Shareholder. The Preliminary Opinion is addressed solely to the Independent Directors and is not a recommendation to any Company Shareholder as to how he or she should vote in respect of the Scheme, which remains the sole responsibility of the Independent Directors.