Amkor Commences Consent Solicitation.CHANDLER, Ariz. -- Amkor Technology Amkor Technology, Inc. (NASDAQ: AMKR) is a high-tech semiconductor product manufacturer that includes Intel and IBM among its primary customers. Previously headquartered in West Chester, Pennsylvania, United States, Amkor recently announced that it will move to Chandler, , Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : AMKR AMKR Amkor Technology ) announced today that it is soliciting consents from the holders of its following series of notes: (i) $400.0 million aggregate outstanding principal amount of 9.25% Senior Notes due 2016 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 031652AW0); (ii) $250.0 million aggregate outstanding principal amount of 7 1/8% Senior Notes due 2011 (CUSIP No. 031652AT7); (iii) $425.0 million aggregate outstanding principal amount of 7.75% Senior Notes due 2013 (CUSIP No. 031652AQ3); (iv) approximately $88.2 million aggregate outstanding principal amount of 9.25% Senior Notes due 2008 (CUSIP No. 031652AM2); (v) approximately $21.9 million aggregate outstanding principal amount of 10.5% Senior Subordinated Notes due 2009 (CUSIP No. 031652AE0); (vi) approximately $142.4 million aggregate outstanding principal amount of 5.0% Convertible Subordinated Notes due 2007 (CUSIP No. 031652AH3); and (vii) $190.0 million aggregate outstanding principal amount of 2.50% Convertible Senior Subordinated Notes due 2011 (CUSIP No. 031652AX8). Amkor is seeking consents for a waiver of certain defaults and events of default that may have occurred or may occur under each series of notes from the failure of Amkor to file with the Securities and Exchange Commission (the "SEC") its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the quarter ended June 30, 2006, and other notices or reports (collectively, the "SEC Reports"), and the consequences thereof, and the waiver of the application of certain provisions of the indentures governing each series of notes. As previously announced, Amkor has not yet filed with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. Holders of each series of notes are referred to the Company's Consent Solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with Statement dated September 14, 2006 and the related Letter of Consent for that particular series of notes, which are being mailed to each holder, for the detailed terms and conditions of the consent solicitation. The consent solicitations for each series of notes will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on September 29, 2006, unless extended or earlier terminated for a particular series of notes. Holders may deliver their consents to the Tabulation tab·u·late tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates 1. To arrange in tabular form; condense and list. 2. To cut or form with a plane surface. adj. Having a plane surface. Agent at any time before the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. . For each particular series of notes (whether or not Amkor has filed the SEC Reports required to be filed by Amkor with the SEC on or prior to the effective date for a particular series of notes), if consents from holders of a majority in aggregate principal amount of notes of that particular series (the "Requisite Consents") are received prior to the expiration date of the consent solicitation for that particular series of notes and are not revoked prior to the effective date of the proposed waivers for that particular series of notes, each consenting holder for such series of notes will receive an initial consent fee in cash equal to that consenting holder's pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. share of the dollar amount set forth in the table below under the caption "Initial Consent Fee" opposite the title of that particular series of notes. If the proposed waivers have become effective for a particular series of notes and, in addition, Amkor has not filed the SEC Reports required to be filed by Amkor with the SEC on or prior to such effective date and the proposed waivers for each other series of notes have become effective, each consenting holder for that particular series of notes will receive an additional consent fee in cash equal to that consenting holder's pro rata share of the dollar amount set forth in the table below under the caption "Additional Consent Fee" opposite the title of that particular series of notes. In addition, if Amkor has not filed the SEC Reports required to be filed by Amkor with the SEC on or prior to December 31, 2006 (February 28, 2007 in the case of the waiver of any NASDAQ delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. consequences), it may elect to extend the waiver expiration date to March 31, 2007 (May 30, 2007 in the case of the waiver of any NASDAQ delisting consequences) and pay each consenting holder an additional consent fee in cash equal to that consenting holder's pro rata share of the dollar amount set forth in the table below under the caption "Extension Consent Fee" opposite the title of that particular series of notes.
Principal Initial Additional
Amount Consent Consent Extension
Title of Securities Outstanding Fee Fee Consent Fee
----------------------- ------------- --------- ---------- -----------
9.25% Senior Notes due
2016 $400,000,000 $400,000 $600,000 $1,000,000
7 1/8% Senior Notes due
2011 250,000,000 250,000 375,000 625,000
7.75% Senior Notes due
2013 425,000,000 425,000 637,500 1,062,500
9.25% Senior Notes due
2008 88,206,000 88,206 132,309 220,515
10.5% Senior
Subordinated Notes due
2009 21,882,000 21,882 32,823 54,705
5% Convertible
Subordinated Notes due
2007 142,422,000 142,422 213,633 356,055
2.50% Convertible
Subordinated Notes due
2011 190,000,000 190,000 285,000 475,000
The record date for determining the holders who are entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to consent is August 15, 2006. The proposed waiver for a particular series of notes shall become effective for a particular series of notes upon receipt by the applicable trustee of an officers' certificate from Amkor that the Requisite Consents have been received (and not revoked) and have been accepted for payment by Amkor. The Company has retained Global Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation to serve as its Information Agent and Tabulation Agent for the consent solicitation. Requests for documents should be directed to Global Bondholder Services at (866) 470-3800 or (212) 430-3774. The Company has also retained Jefferies & Company, Inc. to serve as Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual Agent for the consent solicitation. Questions concerning the terms of the consent solicitation should be directed to Jefferies & Company, Inc. at (888) 272-1901 (U.S. Toll-Free) or (917) 421-1901. This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell, or a solicitation of consents with respect to any securities. The solicitations are being made solely pursuant to Amkor's Consent Solicitation Statement dated September 14, 2006 and the related Letter of Consent. About Amkor Amkor is a leading provider of advanced semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronic design and manufacturing services. More information on Amkor is available from the company's SEC filings and on Amkor's web site: www.amkor.com. Forward-Looking Statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Disclaimer This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially include: the results and findings of the review being conducted by the Special Committee; the impact, if any, of such results or findings on the financial statements of the Company; restatement Restatement A revision in a company's earlier financial statements. Notes: The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error. of the Company's financial statements; the amount or materiality MATERIALITY. That which is important; that which is not merely of form but of substance. 2. When a bill for discovery has been filed, for example, the defendant must answer every material fact which is charged in the bill, and the test in these cases seems to of any additional compensation expense; the Company's ability to file required reports with the SEC on a timely basis; the Company's ability to meet the requirements of the Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. for continued listing of the Company's shares; the expenses related to the Special Committee's review and restatement of the Company's financial statements; and risks of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and governmental or other regulatory inquiry or proceedings arising out of or related to the Company's historical stock option practices. Therefore, any forward-looking statements in this press release should be considered in light of various important factors, including the risks and uncertainties listed above, as well as others. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. |
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