Appleby advised ChipMOS Bermuda's
merger with its subsidiary
Appleby acted as Bermuda counsel to ChipMOS TECHNOLOGIES (Bermuda) LTD. (ChipMOS Bermuda), a Bermuda company with shares listed on the Nasdaq, in relation to its US$540 million merger with its 58.3% owned subsidiary ChipMOS TECHNOLOGIES Taiwan (ChipMOS Taiwan), with ChipMOS Taiwan being the surviving company, effective on 31 October 2016. The merger is consistent with the ongoing efforts to simplify and streamline the ChipMOS group structure, reduce operating costs in order to enhance operation efficiency.
This transaction is the first merger between a Bermuda NASDAQ-listed company and Taiwan TWSE-listed company. As Taiwan (Republic of China) is not an appointed jurisdiction under the Bermuda Companies Act, Appleby assisted in submitting application to and obtaining approval from the Bermuda Ministry of Economic Development for Taiwan as an acceptable jurisdiction for this outward merger.
Frances Woo, Managing Partner in Appleby’s Hong Kong office, led the transaction and was assisted by Counsel Jo Lit and Senior Associate Vincent Chan. Partner Tonesan Amissah and Senior Associate Gary Harris of Appleby's Bermuda office worked closely with the Hong Kong team on the transaction.
Wells Fargo Securities, LLC acted as financial advisor for ChipMOS Bermuda special committee, K&L Gates and Johnson & Partners acted as US and Taiwan legal counsels to ChipMOS Bermuda respectively, Cooley LLP acted as independent legal counsel to the special committee of ChipMOS Bermuda, while Davis Polk & Wardwell and Lee and Li acted as US and Taiwan legal counsels to ChipMOS Taiwan respectively.
ChipMOS group is one of the leading independent providers of assembly and test services for liquid crystal display, or LCD, and other flat-panel display driver semiconductors in Taiwan and for advanced memory and logic/mixed signal products in Taiwan and the PRC. ChipMOS and its subsidiaries provide assembly and test services to a broad range of customers, including leading fabless semiconductor companies, integrated device manufacturers and independent semiconductor foundries.