Release Date: July 4, 115 Statement Date: July 3, 115 Statement Time: 14:23:28 Company Code: 2441 Company Name: Chipbond Subject: Announcement of the Company's Intention to Acquire All Issued Shares of ON Semiconductor SSMP Philippines Corporation Using Its Own Funds Applicable Clause: Clause 11 Factual Date: July 3, 115 Explanation: 1. Type of merger or acquisition (e.g., merger, spin-off, acquisition, or share transfer): Acquisition 2. Factual Date: 7/3/115 3. Names of companies involved in the merger/acquisition (e.g., the other party in a merger, the newly established company in a spin-off, or the target company in an acquisition or share transfer): Acquiring Company: Chipbond Technology Co., Ltd. Acquired Company: ON Semiconductor SSMP Philippines Corporation 4. Counterparty (e.g., the other party in a merger, the company receiving the spin-off, or the transaction party in an acquisition or share transfer): ON Semiconductor Japan Holdings Ltd. 5. Is the counterparty a related party? No 6. Relationship between the counterparty and the company (e.g., an investee in which the company holds a stake of XX% or more), and explanation of the reasons for selecting a related enterprise or related person as the acquisition or transferee, and whether it affects shareholders' rights: Not applicable 7. Purpose and terms of the merger/acquisition, including rationale, consideration terms, and payment timing: Rationale: This acquisition is a significant strategic move aligned with the company’s medium- to long-term growth strategy and the global trend of supply chain restructuring. It also supports major clients’ recent initiatives to diversify supply chains under the 'Taiwan+1' strategy. By establishing a more comprehensive packaging and testing service capability in Southeast Asia, the company expects to reduce operational concentration risks in a single region, enhance order flexibility, improve production capacity allocation efficiency, and strengthen real-time customer service.

Consideration Terms: The total investment amount for this transaction, plus the target company’s cash balance on the settlement date, shall not exceed USD 45 million (approximately NT$1.432 billion).

Payment Timing: As stipulated in the share purchase agreement signed by both parties. 8. Expected benefits after the merger/acquisition: Acquiring a packaging and testing service company with a mature operational foundation will support future business growth and enhance the company’s strategic position within the global semiconductor supply chain. 9. Impact of the merger/acquisition on net asset value per share and earnings per share: By integrating resources and expanding operations, the company aims to strengthen international competitiveness and offer more diversified packaging and testing services to customers. This is expected to have a positive impact on net asset value per share and earnings per share. 10. Type of consideration and source of funds for the acquisition: The entire acquisition will be paid in cash, funded by the company’s own internal resources. 11. Share exchange ratio and its calculation basis: Not applicable 12. Whether accountants, lawyers, or securities underwriters have issued an opinion of unreasonableness for this transaction: No 13. Name of the accounting firm, law firm, or securities underwriting company: Anderson & Co. Certified Public Accountants 14. Name of the accountant or lawyer: Cheng Yun-Da 15. License number of the accountant or lawyer: Financial Supervisory Commission Certificate No. 5720 16. Content of the independent expert’s opinion on the reasonableness of the share exchange ratio or cash or other assets distributed to shareholders (including: 1. methods, principles, or calculations used to determine the public acquisition price and comparison with internationally accepted methods such as market approach, cost approach, and discounted cash flow; 2. comparison of financial status, profitability, and P/E ratios between the acquired company and listed peers; 3. explanation of valuation report content and conclusions if the acquisition price refers to a valuation agency’s report; 4. assessment of impact on the financial and operational soundness of the acquired or surviving company if the acquirer’s financing repayment plan is secured by the assets or shares of the acquired or surviving company): Not applicable 17. Expected completion schedule: Expected in the fourth quarter of 115 (subject to regulatory approval). 18. Matters concerning rights and obligations assumed by the surviving or newly established company from the dissolved (or split) company: Not applicable 19. Basic information of companies participating in the merger: Not applicable 20. Matters related to the spin-off (including: valuation of business and assets to be transferred to an existing or newly established company; total number, type, and quantity of shares obtained by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company reduces capital): Not applicable 21. Conditions and restrictions on future transfer of acquired shares: None 22. Plans after completion of the merger/acquisition (including: 1. intention and plan to continue operating the business; 2. whether dissolution, delisting, major organizational, capital, business plan, financial, or production changes, or any other significant matters affecting shareholders’ rights will occur): 1. Continue operating the business. 2. No significant impact on the company. 23. Other important agreed terms: As stipulated in the share purchase agreement signed by both parties. 24. Other significant matters related to the merger/acquisition: None 25. Whether any directors objected to the transaction: No 26. Information on directors with conflicts of interest in the merger/acquisition transaction (including names of natural person directors or names of corporate directors and their representatives, nature of significant interests such as actual or anticipated investment in other participating companies, shareholding ratio, transaction price, participation in management, and other investment conditions, reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the resolution): None 27. Whether the transaction involves a change in business model: No 28. Explanation of business model change: Not applicable 29. Transaction history with the counterparty in the past year and expected in the next year: Not applicable 30. Source of funds: Internal funds 31. Other explanatory matters: 1. Exchange rate used: USD 1 = NTD 31.83. 2. This transaction shall only become effective and proceed to share settlement upon approval by the Fair Trade Commission.

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  • Source: PR Times
  • Category: Partnership
  • Organizations: On Semiconductor