TAIPEI, TAIWAN, ROC — United Microelectronics Corp. convened the 12th session, 11th term of its Board of Directors meeting today. During the meeting, its board approved to terminate the Merger Agreement between UMC and Infoshine Technology Limited, the holding company of He Jian Technology (Suzhou) Co., Ltd. Going forward, UMC will continue to seek a successful integration with He Jian in accordance with current laws and regulations.
The Merger Agreement had been approved by UMC's board in April 2009 and at UMC's 2009 Annual General Shareholders' Meeting in June. The merger consideration involved a combination of common shares, ADR and cash as options for payment to He Jian's shareholders. However, an investment regulation governing foreign holdings of Taiwanese securities, coupled with other restrictions from the amended Operating Rules of the Taiwan Stock Exchange Corporation for issuing new shares to merge foreign unlisted companies, precluded the issuance of common shares or ADR as payment options. Meanwhile, He Jian's shareholders had not decided whether to accept a cash-only merger. As such, based on considerations of timing and changes in the industry environment, the Board resolved today to terminate the Merger Agreement.
Going forward, UMC will continue seeking possible alternatives with He Jian shareholders, including a full or partial acquisition of He Jian in cash upon revaluation. UMC looks forward to successfully integrating with He Jian in the future to further diversify globally, expand overseas business, increase profitability, enhance shareholders' equity, and provide future momentum for investment in Taiwan.