By Lisa Kerner
Charlotte, N.C., Sept. 8 - Chartered Semiconductor Manufacturing Ltd. agreed to be acquired by Advanced Technology Investment Co. LLC for S$2.68 per share in a scheme of arrangement under Singapore law.
The transaction, valued at US$3.9 billion including debt, is expected to close in the fourth quarter of 2009, according to a Chartered news release.
Each of Chartered's American Depositary Shares will be exchanged for an estimated US$18.641 each. The actual amount received per ADS will depend on the applicable prevailing exchange rate, less fees and taxes.
"Given the importance of scale and the need for substantial, continued capital investment, and having carefully assessed all strategic options available to Chartered, we believe this transaction provides Chartered shareholders the opportunity to realize their investment," said Chartered chairman Jim Norling in a news release.
Temasek Holdings, with an approximately 62% ownership interest in Chartered, agreed to vote in favor of the deal, the release said.
ATIC, a technology investment company owned by the government of Abu Dhabi, created GlobalFoundries Inc., a Sunnyvale, Calif., semiconductor manufacturer, in March in a joint venture with Advanced Micro Devices Inc.
"By acquiring Chartered, ATIC is expanding its investments in the semiconductor industry which currently consist of a GlobalFoundries leading facility in Dresden, Germany, and a new, state-of-the-art facility under construction in upstate New York," said Waleed Al Mokarrab, chairman of ATIC, in a news release.
GlobalFoundries chief executive officer Doug Grose will be CEO of the combined company.
Deutsche Bank AG, Singapore Branch is advising Chartered shareholders on the transaction.
Morgan Stanley Asia (Singapore) Pte. and Citigroup Global Markets Singapore Pte. Ltd. are joint financial advisers to Chartered and provided fairness opinions to the company's board of directors.
| Acquirer: | Advanced Technology Investment Co. LLC
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| Target: | Chartered Semiconductor Manufacturing Ltd.
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| Announcement date: | Sept. 8
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| Transaction total: | US$3.9 billion
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| Price per share: | S$2.68
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| Expected closing: | Fourth quarter of 2009
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| Stock price for target: | Nasdaq: CHRT: $18.78 on Sept. 4
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