Winbond to spin off Nuvoton for logic IC

TAIWAN: Winbond Electronics Corp. recently held its regular shareholders’ meeting, which approved the carve-out of its Logic IC business group on April 30, 2008 at the community center of Hsinchu Science Park Administration. The record date is set on July 1, 2008 tentatively.

Winbond has been positioning itself as a branded products company. After 20 years, Winbond has grown and thrived from a consumer electronic products manufacturer to a large-scale IC company, having product lines such as consumer IC, DRAM, memory IC manufacturing, computer logic IC, and flash memory IC. Presently, the annual revenue of Winbond is over NT$ 30 billion.

Envisioning the next 20 years, the ad hoc committee, authorized by the Board of Directors, worked on the spin-off project pursuant to the related laws and regulations, such as the Company Law and Merge & Acquisition Act, based on the different models of business characteristics between logic and memory businesses. The spin-off project was proposed and approved in the regular shareholders’ meeting.

After the spin-off, Winbond will remain dedicating to designing and manufacturing memory IC products, while Nuvoton, a wholly owned subsidiary of Winbond, will be devoted to logic IC business and assume all the existing assets and debts.

The prime capital stock of Nuvoton will be NT$ 2.5 billion. To ensure that all shareholders’ rights and interests are well protected, the spin-off project adopts the existing business partition mode so the net value of Winbond will not be affected. In the event of changes of laws, governmental regulations or ordinances, impersonal factors or needs, the boards of two companies are authorized to resolve any relevant concerns and affairs.

As a whole, with the specialization and division of labors, Winbond and Nuvoton will concentrate on memory and logic business respectively and give rise to the greatest mutual profits to be shared with all shareholders. Meanwhile, both companies will keep developing and maintaining the integrity of the core intellectual property rights (IPR), which will enable each other to maximize its value.