United Microelectronics Corp. said it was interested in acquisition of He Jian Technology from Suzhou, China, and the board of directors had been given a green light to make an appropriate proposal to the company. The move comes with no surprises as the global economic recession puts smaller makers of semiconductors in rather hard situations.
“In order to facilitate UMC's global business reach beyond its current markets, to help expedite business growth, to increase profitability, to enhance shareholder value and to increase UMC's business competitiveness, UMC believes that a production base in China is key,” a statement by UMC reads.
He Jian, which was established in late 2001 as a semiconductor foundry business, operates an 200mm fab in Suzhou, China with a monthly capacity of 41 thousand wafers. According to UMC, He Jian has made significant inroads into the China market and has established strong relationships with local companies across the semiconductor supply chain. He Jian was profitable from 2005 to 2007 and its operating performance and financial condition remain promising.
During the past six months, the global semiconductor market suffered in the significant financial crisis that led to a worldwide economic downturn. The net value and market value of many semiconductor companies were negatively impacted. Conversely, China's market was relatively strong during this period, attracting many customers that preferred the option of local production. UMC viewed these circumstances as an opportunity to invigorate itself towards long-term growth. After considering the required manpower, capital and time required to build a new fab, which would exceed one year, UMC proposed the acquisition of He Jian.
In addition to realizing the value of the 15% ownership interest in the indirect holding company of He Jian held in trust for UMC and promoting its shareholders' interest, UMC could acquire a fully built, fully staffed and fully operational production base. UMC further anticipates that the strong foundation established by He Jian in China will lead to further gains in market share. For He Jian, as an independently operated semiconductor foundry company, the acquisition is expected to accelerate market penetration and increase profitability as a result of being incorporated into UMC's world-class operations.
Under the terms of the definitive agreement governing the acquisition, holders of shares of the holding company that indirectly own He Jian, but excluding the 15% ownership interest held in trust for UMC, are entitled to receive an aggregate consideration of approximately $285 million. These holders may elect to receive payment in the form of cash or an equivalent value of UMC common stock or American Depositary Shares (ADS). The basis of the number of shares to be delivered will be calculated by using the arithmetic average closing value of UMC's common shares and ADSs during the 6-month period prior to, but excluding, April 29, 2009, the date of the doard of directors' meeting.
Consummation of the Acquisition is subject to approvals from governmental authorities, the passage of appropriate resolutions of the shareholders of UMC and the holding company of He Jian and certain other customary conditions.
After the consummation of the acquisition, UMC plans to integrate resources, reduce operating costs, and expand business scale, as well as to rapidly shorten the time required for establishing a production base in China. With China's current market still growing and the eventual overall semiconductor industry recovery, UMC expects to expand the potential to grow its long-term revenue and earnings. The expanded international presence of UMC will also enhance its global competitiveness in the rapidly developing semiconductor industry.