To: Woody_Nickels who wrote (4992 ) 6/14/1999 9:32:00 AM From: DJBEINO Read Replies (1) | Respond to of 9582
UMC to merge, absorb four wafer foundry units TAIPEI (AFX-ASIA) - United Microelectronics Corp said it plans to merge four wafer foundry units -- United Semiconductor Corp, United Integrated Circuit Corp, United Silicon Inc and UTEK Semiconductor Corp. After the planned merger, UMC will absorb the entity and thus become the surviving company, with sales of more than 70 bln twd next year and earnings expected to rise "significantly." UMC expects 1999 sales at 25 bln twd. The company said that the merger will take place on the basis of every one UMC share being exchanged for one USC share, three UICC, 1.35 USIC or two UTEK. UMC group chairman Robert Tsao said the merger will be based on an exchange of shares with the exchange ratio to be calculated on the ex-dividend level. The five companies involved in the merger have a combined capital of 122. 4 bln twd, which will be reduced to 88.3 bln after the merger. Following the merger, the total shareholding of management and employees in UMC will be raised to 15 pct, from 12 pct at present, while institutional investors' stake will exceed 20 pct. "This reorganisation focuses our Taiwan-based fabrication units into a single more financially efficient and competitive organisation, setting the stage for us to be the largest, most profitable, and most technologically advanced pure-play foundry in the world," Tsao said. The five companies involved will call EGMs by the end of July and the entire merger process is anticipated to be completed by the end of the year. Tsao said group member Nippon Foundry Inc is unaffected by the planned reorganisation and will retain its status as a member of UMC group and as a publicly traded company in Japan. The reorganisation will enbable UMC group to accelerate capacity expansion plans by approximately 12 months, maintaining a capacity expansion rate of 45 pct per year in both 1999 and 2000, the highest rate of capacity expansion in the foundry industry. UMC group's expansion in the following years will be funded by an average annual capital expenditure of 1.3 bln usd. Group capacity for using 0.25 micron and smaller processing technology will reach 1.2 mln eight-inch wafers in 2000. Total capacity will be 2.4 mln eight-inch equivalent wafers in 2000. Operational efficiency gains in areas such as financial management, administration, and technology develoment will also benefit sales and customer service, enhancing UMC's responsiveness. The chairman said the reorganisation plan has received the support of the respective companies' major shareholders and no layoffs are planned. The group has no immediate plans to merge its integrated circuits design units. UMC plans to issue about 2 bln new shares as part of the planned merger, he added. UMC closed off 0.50 twd at 63.50 on volume of 73.57 mln shares.