UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 31, 2013

AMKOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

 
DELAWARE | | 000-29472 | | 23-1722724
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.)
1900 SOUTH PRICE ROAD CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)
(480) 821-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 1.01. Entry into a Material Definitive Agreement
As previously announced, Amkor Technology, Inc. (the “Company”) and Toshiba Corporation (“Toshiba”) had been engaged in discussions relating to the acquisition of Toshiba Electronics Malaysia Sdn. Bhd (“ TEM ”), Toshiba’s power discrete semiconductor packaging and test operation in Malaysia.
On July 31, 2013, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Toshiba, pursuant to which Amkor Technology Holding B.V., a wholly-owned subsidiary of the Company (the “ Buyer ”), acquired 100% of the shares of TEM effective on such date. The total price for the shares is approximately $60 million, based on the estimated net asset value of TEM at closing. The price for the shares is subject to adjustment to the extent the actual net asset value of TEM at closing was more or less than the estimate. We paid $43 million at closing and are obligated to pay the remaining $17 million by March 31, 2014. The Purchase Agreement contains customary representations, warranties and covenants and indemnification provisions.
In connection with the transactions contemplated by the Purchase Agreement, Toshiba and the Company entered into a supplemental agreement to a manufacturing services agreement between the parties, pursuant to which Toshiba agrees to purchase from TEM and TEM agrees to supply to Toshiba packaging and test services for (1) certain discrete semiconductor products for five years, and (2) certain small signal products and analog LSI products for two years, in each case, based on the volume targets set forth in the agreement. The pricing is cost plus for the first two years and market pricing thereafter.
Toshiba also granted to the Company a non-exclusive license to certain intellectual property rights for providing packaging and test services for power discrete and certain other semiconductor products pursuant to a technical assistance and license agreement. The Company will pay to Toshiba a running royalty on net sales from third parties for services using the licensed technology, subject to a royalty cap of JPY 1.5 billion (approximately $15 million).
Toshiba and its affiliates will also provide certain post-closing support to TEM pursuant to a transition services agreement, including but not limited to services related to the use of certain information technology systems by TEM and the secondment of certain employees to TEM.
Item 8.01 Other Events.
On July 31, 2013, the Company and Toshiba issued a joint press release announcing the transaction with Toshiba. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit | | Description
99.1 | | Press release dated July 31, 2013.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 31, 2013 | | | | | | Amkor Technology, Inc.
| | | | | | /s/ Gil C. Tily
| | | | | | Gil C. Tily

Executive Vice President, Chief Administrative
Officer, General Counsel and Corporate Secretary

Index to Exhibits
 
Exhibit | | Description
99.1 | | Press release dated July 31, 2013.

Exhibit 99.1
Press Release
Toshiba and Amkor Technology Complete Amkor’s Acquisition of Toshiba’s
Malaysian Semiconductor Packaging and Test Operations
Tokyo, Japan & Chandler, Ariz. – July 31, 2013 - Toshiba Corporation (TOKYO: 6502) and Amkor Technology, Inc. (Nasdaq: AMKR) today announced that the companies have completed Amkor’s acquisition of Toshiba Electronics Malaysia Sdn. Bhd. (“TEM”), Toshiba’s semiconductor packaging operation in Malaysia. The transaction also includes Toshiba’s license to Amkor of related intellectual property rights and a manufacturing services agreement between Toshiba and Amkor.
Under the manufacturing services agreement, Toshiba has agreed to purchase and TEM has agreed to supply packaging and test services for certain discrete semiconductor products and analog LSI products.
Established in 1973, TEM has steadily expanded the scale of its packaging operations, primarily of discrete and analog semiconductors. In recent years, its main product has been power semiconductors.
Toshiba positions power semiconductors as a driver of growth for its semiconductor business and seeks to maximize cost competitiveness across its front- and back-end operations. Transferring ownership of TEM to the Amkor group will allow TEM to take full advantage of Amkor’s large scale production and materials procurement capabilities and boost the overall efficiency of its power semiconductor operations.
Toshiba will continue to subcontract power semiconductor packaging and test to Amkor as an important source of key products. As it does so, Toshiba will shift its focus and resources to front-end wafer fabrication for power semiconductors by reinforcing production capabilities at Kaga Toshiba Electronics Corporation, Toshiba Group’s discrete semiconductor production facility in Ishikawa Prefecture, Japan.
Amkor expects the transaction to further strengthen its relationship with Toshiba and to grow its semiconductor packaging and testing business. Amkor plans to leverage the technology and scale of this new factory to attract leading power discrete customers to Amkor.
About Toshiba
Toshiba is a world-leading diversified manufacturer, solutions provider and marketer of advanced electronic and electrical products and systems. Toshiba Group brings innovation and imagination to a wide range of businesses: digital products, including LCD TVs, notebook PCs, retail solutions and MFPs; electronic devices, including semiconductors, storage products and materials; industrial and social infrastructure systems, including power generation systems, smart community solutions, medical systems and escalators & elevators; and home appliances.

Toshiba was founded in 1875, and today operates a global network of more than 590 consolidated companies, with 206,000 employees worldwide and annual sales surpassing 5.8 trillion yen (US$61 billion). Visit Toshiba’s web site at  www.toshiba.co.jp/index.htm
About Amkor
Amkor is a leading provider of semiconductor packaging and test services to semiconductor companies and electronics OEMs. More information on Amkor is available from the company’s filings with the Securities and Exchange Commission and on Amkor’s website:  www.amkor.com .
Forward-Looking Statement Disclaimer
This announcement contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward-looking statements including, without limitation, statements regarding Amkor’s relationship with Toshiba, the growth of Amkor’s business, Amkor’s presence in the power discrete market and demand for Amkor’s services. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements, including, but not limited to, the following: the ability of Amkor to successfully integrate TEM and to achieve expected benefits; the level of demand for outsourced assembly and test services for power discretes, and the ability of Amkor to leverage the technology and scale of TEM to attract other leading suppliers in the power discrete segment. Other important risk factors that could affect the outcome of the events set forth in these statements are discussed in Amkor’s Annual Report on Form 10-K for the year ended December 31, 2012, and in its subsequent filings with the Securities and Exchange Commission made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this announcement.
Contacts:
Toshiba Corporation
Toru Ohara
Corporate Communications Office
Phone: +81-3-3457-2105
tooru.oohara@toshiba.co.jp
Amkor Technology, Inc.
Greg Johnson
Senior Director, Investor Relations and Corporate Communications
480-786-7594
greg.johnson@amkor.com
 
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