e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 29, 2011
AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
DELAWARE
|
|
000-29472
|
|
23-1722724 |
|
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
|
|
|
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
On September 29, 2011, Amkor issued a joint press release with Toshiba Corporation announcing that
they have signed a non-binding memorandum of understanding for the acquisition by Amkor of Toshiba
Electronics Malaysia Sdn. Bhd., Toshibas semiconductor assembly operation in Malaysia, together
with a license to Amkor for certain related intellectual property rights. Subject to the
satisfactory conclusion of due diligence, negotiation and signing of definitive agreements and
receipt of any necessary government approvals, Toshiba and Amkor expect to complete the transaction
by early January 2012. The final purchase price has not yet been determined, but is currently
expected to be in the range of ¥6.2 billion (approximately $81 million) in cash, plus the repayment
of certain inter-company debt at the closing date.
Additional information is contained in the press release attached hereto as Exhibit 99.1.
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
99.1 |
|
|
Text of Press Release dated September 29, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
AMKOR TECHNOLOGY, INC.
|
|
|
By: |
/s/ Gil C. Tily
|
|
|
|
Gil C. Tily |
|
|
|
Executive Vice President, Chief Administrative
Officer and General Counsel |
|
|
Date: September 30, 2011
EXHIBIT INDEX:
|
|
|
|
|
Exhibit |
|
Description |
|
99.1 |
|
|
Text of Press Release dated September 29, 2011 |
exv99w1
Exhibit 99.1
News Release
Toshiba and Amkor Sign Memorandum of Understanding for the Acquisition of Toshibas
Malaysian Semiconductor Assembly and Test Operations
Tokyo, Japan & Chandler, Ariz. Toshiba Corporation (TOKYO: 6502) and Amkor Technology, Inc.
(Nasdaq: AMKR) today announced that they have signed a non-binding memorandum of understanding for
the acquisition by Amkor of Toshiba Electronics Malaysia Sdn. Bhd. (TEM), Toshibas semiconductor
assembly operation in Malaysia, together with a license to Amkor for certain related intellectual
property rights. Subject to the satisfactory conclusion of due diligence, negotiation and signing
of definitive agreements and receipt of any necessary government approvals, Toshiba and Amkor
expect to complete the transaction by early January 2012.
Established in 1973, TEM has steadily expanded the scale of its assembly operations, primarily of
discrete and analog semiconductors. In recent years, its main product has been power
semiconductors.
Toshiba positions power semiconductors as a driver of growth for its semiconductor business and
seeks to maximize cost competitiveness across its front- and back-end operations. Transferring
ownership of TEM to the Amkor group will allow TEM to take full advantage of Amkors large scale
production and material procurement capabilities and boost the overall efficiency of its power
semiconductor operations.
Toshiba will continue to subcontract power semiconductor assembly and test to TEM as an important
source of key products. As it does so, Toshiba will shift its focus and resources to front-end
wafer fabrication for power semiconductors by reinforcing production capabilities at Kaga Toshiba
Electronics Corporation, Toshiba Groups discrete semiconductor production base in Japans Ishikawa
Prefecture.
Amkor expects the transaction to further strengthen its relationship with Toshiba and to grow its
semiconductor assembly and testing business. In particular, Amkor believes that TEM will provide an
excellent platform for increasing its presence in the power discrete market, where Amkor estimates
there is unmet customer demand for outsourced assembly and test services.
About Toshiba
Toshiba is a world leader and innovator in pioneering high technology, a diversified manufacturer
and marketer of advanced electronic and electrical products spanning digital consumer products;
electronic devices and components; power systems, including nuclear energy; industrial and social
infrastructure systems; and home appliances.
Toshiba was founded in 1875, and today operates a global network of more than 490 companies, with
203,000 employees worldwide and annual sales surpassing 6.3 trillion yen (US$77 billion). Visit
Toshibas web site at www.toshiba.co.jp/index.htm
About Amkor
Amkor is a leading provider of semiconductor assembly and test services to semiconductor companies
and electronics OEMs. More information on Amkor is available from the companys Securities and
Exchange Commission (the SEC) filings and on Amkors website: www.amkor.com.
Toshiba Disclaimer
This press release contains forward-looking statements concerning future plans, strategies and the
performance of Toshiba Group. These statements are based on managements assumptions and beliefs in
light of the economic, financial and other data currently available. Furthermore, they are subject
to a number of risks and uncertainties. Toshiba therefore wishes to caution readers that actual
results might differ materially from our expectations. Major risk factors that may have a material
influence on results are indicated below, though this list is not necessarily exhaustive.
|
|
Major disasters, including earthquakes and typhoons; |
|
|
Disputes, including lawsuits, in Japan and other countries; |
|
|
Success or failure of alliances or joint ventures promoted in collaboration with
other companies; |
|
|
Success or failure of new businesses or R&D investment; |
|
|
Changes in political and economic conditions in Japan and abroad; |
|
|
Unexpected regulatory changes; |
|
|
Rapid changes in the supply and demand situation in major markets and
intensified price competition; |
|
|
Significant capital expenditure for production facilities and rapid changes in
the market; |
|
|
Changes in financial markets, including fluctuations in interest rates and
exchange rates. |
Amkor Forward-Looking Statement Disclaimer
This press release contains forward-looking statements within the meaning of federal securities
laws. All statements other than statements of historical fact are considered forward-looking
statements including, without limitation, statements regarding: the expected completion, results
and benefits to Amkor and timing and other terms of the proposed acquisition, and the demand for
Amkors services. These forward-looking statements involve a number of risks, uncertainties,
assumptions and other factors that could affect future results and cause actual results and events
to differ materially from historical and expected results and those expressed or implied in the
forward-looking statements, including, but not limited to, the following: the memorandum of
understanding is non-binding; the acquisition of TEM is subject to due diligence, any necessary
government approvals, further negotiation, entry into definitive agreements and conditions
contained in such agreements; the ability of Amkor to successfully integrate TEM and to achieve
expected benefits; and the level of demand for outsourced assembly and test services for power
discretes. Other important risk factors that could affect the outcome of the events set forth in
these statements and that could affect our operating results and financial condition are discussed
in our Annual Report on Form 10-K for the year ended December 31, 2010, and in our subsequent
filings with the SEC made prior to or after the date hereof. Amkor undertakes no obligation to
review or update any forward-looking statements to reflect events or circumstances occurring after
the date of this press release.
Contacts:
Toshiba Corporation
Keisuke Omori
Corporate Communications Office
Phone: +81-3-3457-2105
keisuke.oomori@toshiba.co.jp
Amkor Technology, Inc.
Greg Johnson
Sr. Director, Corporate Communications
480-786-7594
greg.johnson@amkor.com