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STATS ChipPAC Ltd.

STATS ChipPAC Ltd. Announces Tender Offer and Consent Solicitation by ChipPAC International Company Limited

Singapore and Fremont, California (ots/PRNewswire)

- For Any And All Of The 12 3/4% Senior Subordinated Notes Due
2009 Issued By ChipPAC International Company Limited
STATS ChipPAC Ltd. ("STATS ChipPAC" - Nasdaq: STTS), (SGX: ST
Assembly) announced today that its indirect wholly owned subsidiary
ChipPAC International Company Limited (''ChipPAC International'') had
on September 3, 2004 commenced a cash tender offer relating to any
and all of ChipPAC International's outstanding USD$165,000,000
aggregate principal amount of 12 3/4% Senior Subordinated Notes due
2009 (CUSIP Nos. 169659 AC3 and 169659 AB5) (the ''Notes'').
In conjunction with the tender offer, ChipPAC International is
also soliciting consents to adopt proposed amendments to the
indenture under which the Notes were issued that would eliminate
substantially all restrictive covenants and certain event of default
provisions. The tender offer and consent solicitation are being made
upon the terms and subject to conditions set forth in ChipPAC
International's Offer to Purchase and Consent Solicitation Statement
dated September 3, 2004.
The tender offer will expire at 5:00 p.m., New York City time, on
Monday, October 4, 2004, unless extended (the "Expiration Date"). The
total consideration for each USD$1,000 principal amount of Notes
tendered on or prior to 11:59 p.m., New York City time, on Friday,
September 17, 2004 (the "Consent Date") and accepted for payment
pursuant to the tender offer will be USD$1,063.75. The total
consideration will be the sum of a purchase price of USD$1,053.75 for
each USD$1,000 principal amount of Notes tendered and accepted for
payment pursuant to the tender offer (the "Purchase Price") and a
consent payment (the "Consent Payment") of USD$10.00 for each
USD$1,000 principal amount of Notes validly tendered and not
withdrawn. Holders whose valid tenders are received after the Consent
Date, but prior to the Expiration Date, will receive only the
Purchase Price. All payments will include accrued and unpaid interest
on the principal amount tendered to, but not including, the payment
date. The current redemption price for the Notes is USD$1,063.75 for
each USD$1,000 principal amount of Notes, plus accrued and unpaid
interest. Holders may withdraw their Notes before the Consent Date,
but may not withdraw their Notes thereafter.
ChipPAC International intends to finance the tender offer with all
or a portion of the net proceeds from new senior notes to be issued
by STATS ChipPAC. In addition, ChipPAC International presently
intends to redeem any Notes not validly tendered in the tender offer,
under the terms of the indenture.
The new notes will be issued in a private offering pursuant to
Rule 144A and to persons outside the United States under Regulation S
under the Securities Act of 1933 and governed by the terms of an
indenture. The terms of the new notes will be determined by market
conditions and other factors at the time the new notes are offered
for sale by STATS ChipPAC. Neither this announcement nor the Offer to
Purchase constitutes an offer to sell or the solicitation of an offer
to buy the new notes.
ChipPAC International's obligation to accept for purchase and to
pay for the Notes validly tendered in the tender offer is conditioned
on, among other things, the receipt of the consent of a sufficient
number of holders to amend the indenture, which is described in more
detail in the Offer to Purchase and Consent Solicitation Statement.
Holders of Notes who validly tender and do not validly withdraw their
Notes on or prior to the Consent Date are expected to receive payment
for such Notes on a date promptly following the expiration of the
tender offer.
As a result of the merger of ST Assembly Test Services Ltd, a
Singapore public company limited by shares, and ChipPAC, Inc., a
Delaware corporation, ChipPAC International is obligated to make a
change of control offer which is also contained in the Offer to
Purchase. Accordingly, ChipPAC International is also offering to pay
each holder who validly tenders its Notes in the change of control
offer on or prior to October 4, 2004 at 5:00 p.m. an amount in cash
equal to the Change of Control Payment (i.e., USD$1,010.00 per
USD$1,000 principal amount). Holders who validly tender their Notes
in the change of control offer are not entitled to receive the
Purchase Price or the Consent Payment. If the tender offer is
consummated, holders who validly tender their Notes in the tender
offer will receive higher consideration per USD$1,000 principal
amount of Notes than holders who validly tender their Notes in the
change of control offer.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of tenders or consents with
respect to, any Notes. The tender offer and consent solicitation are
being made solely pursuant to the Offer to Purchase and Consent
Solicitation Statement and related Letter of Transmittal and Consent.
ChipPAC International has retained Deutsche Bank Securities Inc.
to serve as Dealer Manager and Solicitation Agent for the tender
offer and consent solicitation and has retained Global Bondholder
Services Corporation to serve as Information Agent in the tender
offer, consent solicitation and change of control offer. Requests for
documents may be directed to Global Bondholder Services Corporation,
by telephone at +1-(866) 873-6300 (toll free). Questions regarding
the tender offer and consent solicitation should be directed to
Deutsche Bank Securities Inc. at +1-(800) 553-2826 (toll free) or
+1-(212) 250-4270 (collect).
About STATS ChipPAC Ltd. (STATS ChipPAC)
STATS ChipPAC Ltd. ("STATS ChipPAC" - NNM: STTS) and (SGX: ST
Assembly),  is a leading service provider of semiconductor packaging
design, assembly,  test and distribution solutions. A trusted partner
and supplier to leading semiconductor companies worldwide, STATS
ChipPAC's value proposition is total solutions of fully integrated,
multi-site, end-to-end assembly and testing solutions that bring
products to market and volume faster. Our customers are some of the
largest wafer foundries, integrated device manufacturers (IDMs), as
well as fabless companies in the United States, Europe and Asia.
STATS ChipPAC is a leader in mixed signal testing and advanced
packaging technology for semiconductors used in diverse end market
applications including communications, power, digital consumer and
computing. With advanced process technology capabilities and a global
manufacturing presence spanning Singapore, Korea, China, Malaysia,
Taiwan and the United States, STATS ChipPAC has a reputation for
providing dependable, high quality test and packaging solutions. The
Company's customer support offices are located in the Netherlands,
China, Singapore, Japan, Taiwan, Korea, Malaysia and the United
States (California's Silicon Valley, Arizona, Texas, Massachusetts,
Florida, Colorado and North Carolina). STATS ChipPAC's facilities
include those of its subsidiary, Winstek Semiconductor Corporation in
Hsinchu Valley, Taiwan. These facilities offer new product
introduction support, pre-production wafer sort, final test,
packaging and other high volume preparatory services. Together with
the Company's Test Development Center in Singapore, this forms a
global network providing dedicated test engineering development and
product engineering support for customers from design to volume
production. STATS ChipPAC is listed on both Nasdaq National Market
and The Singapore Exchange. In addition, STATS ChipPAC is also listed
on the Morgan Stanley Capital International (MSCI) Index and the
Straits Times Industrial Index. Further information is available at
http://www.statschippac.com .
Certain statements in this press release including statements
regarding ChipPAC International's present intention to finance the
tender offer with all or a portion of the net proceeds from new notes
to be issued by STATS ChipPAC are forward-looking statements that
involve a number of risks and uncertainties. Among the risks and
uncertainties that could cause actual results to differ materially is
a risk that the capital markets may not support an offer of the new
notes on terms acceptable to STATS ChipPAC. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Unless otherwise specified, references to "$" are to the
lawful currency of the United States of America.
This announcement does not constitute an offer of STATS ChipPAC
for sale or subscription, or a solicitation of offers to purchase or
subscribe for securities, in the United States or any other
jurisdiction. Securities may not be sold or subscribed in the United
States absent registration or an exemption from registration. The
securities referred to herein have not been, and will not be,
registered under the Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This notice is
issued pursuant to Rule 135(c) of the Securities Act of 1933.
    Singapore Contacts:
     Elaine Ang, Manager, Investor Relations / Corporate Communications
     Tel:   +65-6824-7705
     Fax:   +65-6720-7826
     Email:  Elaine.Ang@STATSChipPAC.com
    US Contacts:
     Drew Davies, Director, Investor Relations
     Tel:   +1-408-586-0608
     Fax:   +1-408-586-0652
     Email:  Drew.Davies@STATSChipPAC.com
     Lisa Lavin, Marcom Manager
     Tel:   +1-208-939-3104
     Fax:   +1-208-939-4817
     Email:  Lisa.Lavin@STATSChipPAC.com
     David Pasquale, Executive Vice President of The Ruth Group,
     Tel:   +1-646-536-7006
     Email:  dpasquale@theruthgroup.com
     Andrew Rodriguez of The Ruth Group
     Tel:   +1-646-536-7032
     Email:  arodriguez@theruthgroup.com
Web Site: http://www.statschippac.com

Contact:

Drew Davies, Director, Investor Relations, +1-408-586-0608, or fax,
+1-408-586-0652, or Drew.Davies@STATSChipPAC.com, or Lisa Lavin,
Marcom Manager, +1-208-939-3104, or fax, +1-208-939-4817, or
Lisa.Lavin@STATSChipPAC.com, or Elaine Ang, Manager, Investor
Relations, +65-6824-7705, or fax, +65-6720-7826, or
Elaine.Ang@STATSChipPAC.com, all of STATS; or David Pasquale,
Executive Vice President, +1-646-536-7006, or
dpasquale@theruthgroup.com, or Andrew Rodriguez, +1-646-536-7032, or
arodriguez@theruthgroup.com