ChipMOS TO HOLD AUGUST 12 ANNUAL GENERAL MEETING
HSINCHU,
- To receive the financial statements of
ChipMOS for the fiscal year endedDecember 31, 2015 and the auditors' report thereon. - To re-elect to the Board of Directors of
ChipMOS (the "Board") Messrs.John Yee Woon Seto , Chao-Jung Tsai andRong Hsu , as directors for three-year terms (Proposal 1). - To re-appoint
PricewaterhouseCoopers ,Taiwan as the independent auditors ofChipMOS to hold office until the close of the next annual general meeting, and authorize the Board to determine their remuneration (Proposal 2). - To approve (i) the merger (the "Merger") of
ChipMOS with and intoChipMOS TECHNOLOGIES INC. ("ChipMOS Taiwan"), a company limited by shares incorporated under the laws of the ROC and a 58.3% directly owned subsidiary ofChipMOS as ofJanuary 21, 2016 , with ChipMOS Taiwan being the surviving company after the Merger, (ii) the Agreement and Plan of Merger datedJanuary 21, 2016 (the "Merger Agreement") by and betweenChipMOS and ChipMOS Taiwan and the transactions contemplated therein, (iii) the statutory merger agreement betweenChipMOS and ChipMOS Taiwan (the "Bermuda Merger Agreement") and the transactions contemplated therein and (iv)ChipMOS's adoption of the Merger Agreement and the Bermuda Merger Agreement (Proposal 3). - To authorize any one or more of the directors of
ChipMOS to execute and deliver documents on his behalf and on behalf ofChipMOS in connection with, and to do all things necessary to give effect to, the Merger, the Merger Agreement, the Bermuda Merger Agreement and the matters contemplated thereby (Proposal 4). - To approve the adjournment of the Annual General Meeting as the chairman of the meeting determines in accordance with
ChipMOS's bye-laws to allowChipMOS to solicit additional proxies if there are insufficient proxies received at the time of the Annual General Meeting to approve the Merger Agreement and the Bermuda Merger Agreement and the proxies received represent a greater number of votes in favor of Proposal 3 than against Proposal 3 (Proposal 5). - To transact such other business as may properly come before the Annual General Meeting.
At the date hereof, there are no other matters that the Board intends to present, or has reason to believe others will present, at the Annual General Meeting.
About
Forward-Looking Statements
This press release contains certain forward-looking statements. These forward-looking statements may be identified by words such as 'believes,' 'expects,' 'anticipates,' 'projects,' 'intends,' 'should,' 'seeks,' 'estimates,' 'future' or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors including but not limited to: (1) macroeconomic condition and general industry conditions such as the competitive environment for companies in financial
services industries; (2) regulatory and litigation matters and risks; (3) legislative developments; (4) changes in tax and other laws and the effect of changes in general economic conditions; (5) the risk that a condition to closing of the transaction may not be satisfied; (6) the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated; and (7) other risks to consummation of transaction. These risks and uncertainties include those expected to be discussed under "Cautionary Statement Concerning Forward Looking Statements" and "Risk Factors" in the prospectus included in the registration statement on Form F-4 that ChipMOS Taiwan may file with the
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