ChipMOS TECHNOLOGIES (Bermuda) LTD. (Nasdaq: IMOS), a provider of outsourced semiconductor assembly and test services, today announced that its shareholders have approved the merger of ChipMOS with and into ChipMOS TECHNOLOGIES INC. (Taiwan Stock Exchange: 8150), a company limited by shares incorporated under the laws of the Republic of China and a 58.3% directly owned subsidiary of ChipMOS as of January 21, 2016, with ChipMOS Taiwan being the surviving company after the Merger at ChipMOS’s annual general meeting of shareholders (the “Annual General Meeting”) held today. It was announced that 83.41% of the outstanding shares ChipMOS were voted in favor of the Merger (1.03% of the outstanding shares of ChipMOS were voted against the Merger, 0.44% abstained, and 15.12% did not vote). In addition, 83.66% of the outstanding shares ChipMOS Taiwan were voted in favor of the Merger at the ChipMOS Taiwan Extraordinary General Meeting, which was also held today (0.0% of the outstanding shares of ChipMOS were voted against the Merger, 5.84% abstained, and 10.50% did not vote). Both ChipMOS and ChipMOS Taiwan expect to close the Merger by October 31, 2016.
In connection with the Merger, the Annual General Meeting has also approved (i) the Agreement and Plan of Merger dated January 21, 2016 (the “Merger Agreement”) by and between ChipMOS and ChipMOS Taiwan and the transactions contemplated therein, (ii) the statutory merger agreement between ChipMOS and ChipMOS Taiwan (the “Bermuda Merger Agreement”) and the transactions contemplated therein and (iii) ChipMOS’s adoption of the Merger Agreement and the Bermuda Merger Agreement, and has authorized any one or more of the directors of ChipMOS to execute and deliver documents on his behalf and on behalf of ChipMOS in connection with, and to do all things necessary to give effect to, the Merger, the Merger Agreement, the Bermuda Merger Agreement and the matters contemplated thereby.
All other proposals at the Annual General Meeting were approved by the ChipMOS shareholders, including the re-election to the Board of Directors of ChipMOS (the “Board”) of Messrs. John Yee Woon Seto, Chao-Jung Tsai and Rong Hsu, as directors for three-year terms; and the re-appointment of PricewaterhouseCoopers, Taiwan, as the independent auditors of ChipMOS, to hold office until the close of the next annual general meeting, and the authorization of the Board to determine their remuneration.
S.J. Cheng, Chairman and Chief Executive Officer of ChipMOS and ChipMOS Taiwan, commented, “Today’s overwhelmingly positive vote is a strong endorsement of the strategic rationale and potential cost savings to the Company. We are very excited to be near the end of our multi-year corporate streamlining process. We will now work to secure the two approvals required in Taiwan, as we have already received necessary approvals by the U.S. Securities and Exchange Commission and Bermuda authorities. Our goal is to now finalize the merger on an accelerated schedule by October 31, 2016. Importantly, we will be moving forward as a unified, more efficient company with diverse and compelling near and longer term growth opportunities.”