The Conclusions & Recommendations of SPIL's Review Committee and Board of Directors Regarding the Tender Offer Conditions Offered by ASE

TAICHUNG, Aug. 28, 2015 /PRNewswire/ -- Siliconware Precision Industries Co., Ltd. ("SPIL" or the "Company") (Taiwan Stock Exchange: 2325.TT, NASDAQ:SPIL) held both a Review Committee meeting and a Board of Directors meeting today in accordance with the Regulations Governing Public Tender Offers for Securities of Public Companies to discuss and review the tender offer by Advanced Semiconductor Engineering, Inc. ("ASE") (Taiwan Stock Exchange: 2311.TT, NASDAQ:ASX) to purchase the Company's common shares and/or American depositary receipts ("ADRs").

The conclusions of the Review Committee and the Board of Directors are consistent. They both recommend shareholders not to tender their shares and/or ADRs.  The reasons are as followings:

1. ASE proposed to offer NTD 45 cash per common share (US dollar equivalent of NTD 225 cash per ADR (each representing 5 of the Company's common shares), collectively the "Proposed Cash Considerations") to acquire the common shares and ADRs of the Company, with a maximum number of 779,000,000 shares (including common shares represented by ADRs) and a minimum number of 155,818,056 shares (not including common shares represented by ADRs). If using the average closing price of NTD 44.87 within the last 90 trading days prior to August 21, 2015 as the calculation basis, the tender offer price premium is only 0.29%. Considering the Company's operations, market price of shares, earning per share, book value per share, future development, distributed earnings in recent years and an independent expert's opinion to the reasonableness of the tender offer price, the reasonableness of the tender offer price is questionable.

2. The Company has retained J.P. Morgan Chase Bank, N.A., Taipei Branch ("J.P. Morgan Taipei") as its exclusive financial advisor in connection with the Tender Offer and to render an opinion by J.P. Morgan Taipei or its affiliate to the Company as to whether the Proposed Cash Considerations are adequate, from a financial point of view, to the holders of the Company's common shares and the Company's ADSs, respectively. The Company has received a copy of such opinion from JPMorgan Securities (Asia Pacific) Limited, an affiliate of J.P. Morgan Taipei, to the effect that, as of the date of the opinion and subject to the limitations and other matters stated therein, such Proposed Cash Considerations are inadequate, from a financial point of view, to the holders of the Company's common shares and the Company's ADSs.