GLOBALFOUNDRIES Singapore Announces Early Results of Its Tender Offer and Consent Solicitation for Any and All of Its 5.75% Senior Notes Due 2010
(March 8, 2010) - GLOBALFOUNDRIES Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd. (UEN / Registration Number 198703584K)) ("GLOBALFOUNDRIES Singapore") today announced that, in connection with its previously announced 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US16133RAB24) (the "2010 Notes"), GLOBALFOUNDRIES Singapore has settled all 2010 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 5, 2010 (the "Consent Payment Deadline"). As of the Consent Payment Deadline, the aggregate principal amount of the 2010 Notes validly tendered and not validly withdrawn was $158,562,000, which represents approximately 62.22% of the outstanding principal amount of the 2010 Notes. All of the tendered 2010 Notes as of the Consent Payment Deadline have been accepted for payment, and the payment was made today. Holders of the 2010 Notes who tendered on or prior to the Consent Payment Deadline received $1,021.25 per $1,000 principal amount of the 2010 Notes, which included a consent payment of $20.00 per $1,000 principal amount of the 2010 Notes and the tender offer consideration of $1,001.25 per $1,000 principal amount of the 2010 Notes, plus accrued and unpaid interest to, but not including, today. The withdrawal deadline for holders to withdraw their tendered 2010 Notes and consents was 5:00 p.m., New York City time, on March 5, 2010 (the "Withdrawal Deadline"). Any 2010 Notes validly tendered after the Withdrawal Deadline may not be withdrawn, except as required by law. GLOBALFOUNDRIES Singapore and the trustee for the 2010 Notes have executed a supplemental indenture to the indenture governing the 2010 Notes that eliminates substantially all of its restrictive covenants and certain events of default.
About GLOBALFOUNDRIES SingaporeGLOBALFOUNDRIES 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 StatementsCertain 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:
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.
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.
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.
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.
GeneralThis 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: Jon Carvill, +1 408 462.4074, email@example.com
Singapore Contact: Yuan See Lim, +65 6339 9110, firstname.lastname@example.org