About Us Technology Solutions Design Solutions Services Manufacturing Contact Us News

GLOBALFOUNDRIES Singapore Announces Tender Offer and Consent Solicitation for Any and All of Its 5.75% Senior Notes Due 2010

SINGAPORE (February 22, 2010) - GLOBALFOUNDRIES Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd. (UEN / Registration Number 198703584K)) ("GLOBALFOUNDRIES Singapore") today announced that it has launched a cash tender offer and consent solicitation (the "Tender Offer") for any and all of its outstanding 5.75% Senior Notes due 2010 (CUSIP No. 16133RAB2 / ISIN US16133RAB24) (the "2010 Notes") on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated February 22, 2010 (the "Offer to Purchase") and the related Letter of Transmittal and Consent (the "Letter of Transmittal").

The total consideration for the Tender Offer will be $1,021.25 per $1,000 principal amount of the 2010 Notes. The total consideration includes the tender offer consideration of $1,001.25 and a consent payment of $20.00 per $1,000 principal amount of the 2010 Notes. The total consideration will only be paid to holders that validly tender and do not validly withdraw their tenders prior to 5:00 p.m., New York City time, on March 5, 2010 (the "Consent Payment Deadline") unless GLOBALFOUNDRIES Singapore chooses to extend or terminate the Tender Offer. The Tender Offer contemplates an early settlement option, so that holders whose 2010 Notes are validly tendered prior to the Consent Payment Deadline and accepted for purchase would receive payment as early as March 8, 2010. The Tender Offer is scheduled to expire at 11:59 p.m., New York City time, on March 19, 2010 (the "Expiration Date"), unless GLOBALFOUNDRIES Singapore chooses to extend or terminate the Tender Offer. Tendered 2010 Notes may be withdrawn and the related consents may be revoked at any time on or prior to 5:00 p.m., New York City time, on March 5, 2010 (the "Withdrawal Deadline"), but not thereafter. Any tender of 2010 Notes prior to the Withdrawal Deadline may be validly withdrawn and the related consents may be revoked at any time prior to the Withdrawal Deadline, but not thereafter except to the extent the Company is required by law to provide additional withdrawal rights. Holders that tender after the Consent Payment Deadline and prior to the Expiration Date will only be paid the tender offer consideration of $1,001.25 per $1,000 principal amount of the 2010 Notes tendered and accepted, and will not be entitled to receive the consent payment. In addition, GLOBALFOUNDRIES Singapore will pay accrued and unpaid interest on tendered and accepted 2010 Notes to, but not including, the day of payment for such 2010 Notes.

As part of the Tender Offer, GLOBALFOUNDRIES Singapore is soliciting consents from holders of the 2010 Notes to the adoption of certain amendments to the indenture governing the 2010 Notes, including eliminating substantially all of the restrictive covenants and certain events of default in the indenture. Holders cannot tender their 2010 Notes without delivering their consent and cannot deliver a consent without tendering their 2010 Notes.

The Tender Offer is subject to the satisfaction of certain conditions, including GLOBALFOUNDRIES Singapore's receipt of valid tenders and consents from holders of at least a majority in aggregate principal amount of the 2010 Notes and other customary conditions.

The purpose of the Tender Offer is to acquire any and all of the outstanding 2010 Notes pursuant to the Tender Offer and thereby reduce the overall indebtedness of GLOBALFOUNDRIES Singapore. To the extent that any 2010 Notes remain outstanding following the Tender Offer, GLOBALFOUNDRIES Singapore intends to complete either a satisfaction and discharge of the indenture governing the 2010 Notes or a covenant defeasance for the remaining outstanding 2010 Notes.

The 2010 Notes are currently listed on the Singapore Exchange Securities Trading Limited. GLOBALFOUNDRIES Singapore intends to delist the 2010 Notes from the Singapore Exchange Securities Trading Limited as soon as practicable.

GLOBALFOUNDRIES Singapore has retained Credit Suisse Securities (USA) LLC to serve as dealer manager and solicitation agent for the Tender Offer. Global Bondholder Services Corporation will serve as the depositary and the information agent for the Tender Offer. None of GLOBALFOUNDRIES Singapore, its board of directors, the dealer manager and solicitation agent, the depositary or the information agent is making any recommendation to holders as to whether to tender or refrain from tendering the 2010 Notes or as to whether holders should furnish the requested consent or withhold such consent with respect to the 2010 Notes.

Requests for the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation at (212) 430-3774 (collect) or (866) 470-4500 (toll free). Questions regarding the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at (212) 325-5912 (collect) or (800) 820-1653 (toll free).

This press release does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the 2010 Notes nor is this announcement an offer or solicitation of an offer to sell new securities. The Tender Offer is made solely by means of the Offer to Purchase and the related Letter of Transmittal. These materials contain important information that should be read carefully before any decision is made with respect to the Tender Offer.

About GLOBALFOUNDRIES Singapore

GLOBALFOUNDRIES Singapore, one of the world's top dedicated semiconductor foundries, offers leading-edge technologies down to 40/45 nanometer (nm), enabling today's system-on-chip designs. GLOBALFOUNDRIES Singapore further serves its customers' needs through a collaborative, joint development approach on a technology roadmap that extends to 22nm. GLOBALFOUNDRIES Singapore's strategy is based on open and comprehensive design enablement solutions, manufacturing enhancement strategies and a commitment to flexible sourcing. In Singapore, GLOBALFOUNDRIES Singapore owns or has an interest in six fabrication facilities, including a 300mm fabrication facility and five 200mm facilities. In December 2009, GLOBALFOUNDRIES Singapore was acquired by Advanced Technology Investment Company ("ATIC") pursuant to a scheme of arrangement pursuant to Singapore law. Information about GLOBALFOUNDRIES Singapore can be found at www.globalfoundries.com. For more information about ATIC visit www.advancedtechnologyic.com.

Forward-Looking Statements

Certain statements in this communication may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. As a result, these statements speak only as of the date they were made and GLOBALFOUNDRIES Singapore undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Words such as "expects," "intends," "plans," "projects," "believes," "estimates," and similar expressions are used to identify these forward-looking statements. In particular, statements about plans or intentions regarding the completion of the Tender Offer for the 2010 Notes are forward-looking statements and may not necessarily occur. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks, uncertainties and assumptions include, among others:
  • decreased consumer confidence;
  • financial market turmoil and deteriorating global economic conditions;
  • the ability to access or renew existing or to obtain additional financing and the terms thereof;
  • changes in demands from major customers;
  • excess inventory, life cycle, market outlook and trends or specific products;
  • demand and supply outlook in the semiconductor market;
  • competition from existing foundries and new foundry companies resulting in pricing pressures;
  • product mix;
  • unforeseen delays, interruptions, performance level and technology mix in fabrication facilities;
  • progress on leading-edge products;
  • changes in capacity plans, allocation and process technology mix;
  • unavailability of materials, equipment, manpower and expertise;
  • access to or delays in technological advances or development of process technologies;
  • the successful implementation of technology and supply alliances (including joint development agreements with IBM, Infineon, Samsung, Toshiba, STMicroelectronics, AMD and NEC);
  • the growth rate of fabless companies, the outsourcing strategy of integrated device manufacturers, or IDMs, and the expectation that IDMs will utilize foundry capacity more extensively; and
  • terrorist attacks, acts of war, or the possibility of an outbreak of Bird Flu or any other infectious disease in Singapore, as well as other parts of the world.
Additional information as to these factors can be found in GLOBALFOUNDRIES Singapore's 2008 Annual Report on Form 20-F in the sections entitled "Key Information" and "Information On Our Company" and in the notes to the consolidated financial statements.

Offer Restrictions

Belgium
Neither this press release nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank, Financie en Assurantiewezen) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of April 1, 2007 on public takeover bids and as defined in Article 3 of the Belgian Law of June 16, 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together the "Belgian Public Offer Law"), each as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this press release nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" as referred to in Article 10, of the Belgian Public Offer Law (as amended from time to time) acting on their own account. Insofar as Belgium is concerned, this press release has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this press release may not be used for any other purpose or disclosed to any other person in Belgium.

France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this press release nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs Qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers.

This press release has not been and will not be submitted for clearance to the Autorité des Marchés Financiers.

Italy
The Tender Offer is not being made, directly or indirectly, in the Republic of Italy ("Italy"). The Tender Offer and this press release have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of the 2010 Notes are notified that, to the extent holders of the 2010 Notes are located or resident in Italy, the Tender Offer is not available to them and they may not tender the 2010 Notes in the Tender Offer and, as such, any electronic instructions (as defined below) received from such persons shall be ineffective and void, and neither this press release nor any other documents or materials relating to the Tender Offer or the 2010 Notes may be distributed or made available in Italy.

United Kingdom
The communication of this press release and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

General
This press release and any related documents do not constitute an offer to buy or the solicitation of an offer to sell the 2010 Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and a dealer manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by such dealer manager or such affiliate (as the case may be) on behalf of GLOBALFOUNDRIES Singapore in such jurisdictions.

Each holder of the 2010 Notes participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Offer to Purchase and Letter of Transmittal. Any tender of the 2010 Notes for purchase pursuant to the Tender Offer from a holder the 2010 Notes that is unable to make these representations will not be accepted. Each of GLOBALFOUNDRIES Singapore, the dealer manager and solicitation agent, the depositary and the information agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of the 2010 Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder of the 2010 Notes is correct and, if such investigation is undertaken and as a result GLOBALFOUNDRIES Singapore determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Contact:

GLOBALFOUNDRIES Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd.):
U.S. Contact: Tiffany Sparks, +1 408 941.1185, tiffanys@charteredsemi.com
Singapore Contact: Evangelina Wee, +65 6339 9110, ewee@kreabgavinanderson.com
U.S. IR Contact: Suresh Kumar, +1 408 941.1110, sureshk@charteredsemi.com
Singapore IR Contact: Li Chuen Lim, +65 6360 4060, lclim@charteredsemi.com