To: Dennis Roth who wrote (4839 ) 1/5/2000 5:09:00 PM From: Ruffian Respond to of 13582
TSMC buys out Acer fab By Mark Carroll EE Times (01/05/00, 2:51 p.m. EDT) HSINCHU, Taiwan — Taiwan Semiconductor Manufacturing Co. and TSMC-Acer Manufacturing Corp. (TASMC) will complete the merger they began six months ago by June 30, the companies said. Last June, TSMC acquired 30 percent of the shares of Acer Semiconductor Manufacturing Inc. from the Acer Group, later renaming the facility TASMC. Acer Group remained as the largest and most significant shareholder in TASMC. Since June, TSMC has essentially taken over management of the manufacturing facility, turning it into a pure-play foundry. "TASMC has successfully re-engineered at a time when market demand for IC foundry services has grown at a rapid pace," said TSMC chairman Morris Chang. "The merger of TSMC and TASMC will further improve operational efficiency through integration, enabling more timely service to our customers." The exchange ratio for the transaction — roughly six shares of TASMC stock for one share of TSMC stock — will be adjusted in a limited range according to TSMC's stock price. "The range is between 5.5 to 6.5 shares of TASMC per share of TSMC," said a TSMC spokesman. 'Collar' deal Harvey Chang, TSMC's senior vice president of finance, explained that the exchange ratio was based on the net worth per share and future earning prospects of TASMC. To protect shareholder interests, the partners employed the "collar mechanism," a financial arrangement often applied in mergers here that specifies the inclusion of several conditions in the merger agreement that let the exchange ratio be adjusted to account for stock-price fluctuations before the transaction closes. The exchange ratio will be finalized by end of March, before the stockholders' meetings of both companies. An Acer executive said the current total market capital of TASMC is about $774 million. That means that TSMC is acquiring the other 70 percent of TASMC for about $90 million in TSMC stock. In return for the stock, TSMC gets immediate access to more than 40,000 production wafers per month. "TASMC is a bit of an old fab now," said the TSMC spokes-man. "But there is clean room space available for us to install new equipment." The deal will leave Acer with somewhat less than a 2 percent stake in TSMC. Acer officials said the move will free the company to concentrate on its core strengths. "With this merger, TSMC will be the most reliable manufacturing service source for Acer in the future," said Acer chairman Stan Shih. "Acer Group's competitive advantages lie in its brand management strength, extensive global sales and marketing network, and system implementation and IC design. After the merger between TSMC and TASMC, Acer can concentrate on aggressively developing its PC, peripherals and key components business and exploring opportunities in intellectual property and digital service." Shih added that Acer will "focus on reinforcing its IC design innovation to create new market demand for IC products. We will work closely with TSMC to leverage each other's strengths." According to government regulations, the merger is subject to the approval of regulatory authorities. It must be completed after each company's stockholders' meeting.