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EXHIBIT 2.2
AMENDMENT
TO
ASSET PURCHASE AGREEMENT
BY AND BETWEEN
AMKOR TECHNOLOGY KOREA, INC.
as Purchaser
AND
ANAM SEMICONDUCTOR, INC.
as Seller
Dated as of February 25, 2000
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AMENDMENT TO ASSET PURCHASE AGREEMENT
This is AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment"), dated
as of February 25, 2000 by and between Amkor Technology Korea, Inc., a
corporation organized under the laws of the Republic of Korea ("Purchaser"), and
Anam Semiconductor, Inc., a corporation organized under the laws of the Republic
of Korea ("Seller"). Purchaser and Seller shall sometimes individually be
referred to as a Party and collectively as the Parties
RECITALS:
WHEREAS, Seller and Purchaser entered into an Asset Purchase Agreement dated
January 14, 2000 (the "Original Agreement") under which the Seller agreed to
Sell and Purchaser agreed to purchase the semiconductor packaging and test
operations generally known as K-1, K-2 and K-3 located at Xxxxxxx-xxxx,
Sungdong-ku, Seoul, Korea, Buchon, Kyoungki-do, Korea and Bupyung, Kyuongki-do,
Korea, respectively, ("Business"); and
WHEREAS, both Parties desires to make changes to certain sections of the
Original Agreement by entering into and amendment in accordance with Section 5.7
of the Original Agreement.
NOW THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein, and in reliance thereon,
Purchaser and Seller hereby agree as follows:
DEFINITIONS:
Unless specifically defined otherwise herein, the terms defined herein
shall have the same meanings as set forth in the Original Agreement.
AMENDMENT TO DEFINITIONS
The following definition shall be newly added in the Original Agreement:
"Market Price of Seller Shares" shall mean the issue price of new shares
(common stock) of Seller determined in accordance with the formula applicable in
case of issuance to third parties as set forth in the Regulation of Financial
Management of Listed Companies established by the Financial Supervisory Service
in Korea: in other words, 90% of the lesser of (i) KSE closing price on the Base
Date or (ii) the arithmetic average of (x) KSE closing price on the Base Date,
(y) weighted average of KSE closing price for the one week period prior to (and
including) the Base Date, and (z) weighted average of KSE closing price for the
one month period prior to (and including) the Base Date; where the Base Date
means the day before the date the board of directors of Seller resolves the
issue of the relevant new shares.
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1.3 Amendment of Section 1.3: "Purchase Price"
Sub-section 1.3(a) of the Original Agreement is hereby deleted entirely
and the following shall be substituted therefor:
The total aggregate purchase price for the Purchased Assets exclusive of
VAT shall be US$950,000,000 (the "Purchase Price") plus the Assumed
Liabilities.
1.8 Amendment of Section 1.8: "Conditions to Each Party's Obligations"
Sub-section 1.8(d) of the Original Agreement is hereby deleted and the
following shall be substituted therefor:
Amkor Technology, Inc, a corporation established under the laws of the
state of Delaware, U.S.A. and an affiliate of Purchaser ("Amkor"), shall
have invested total of US$309,000,000 to Seller: (i) US$109,000,000 to
acquire the common stock of Seller at the Market Price and (ii)
US$200,000,000 to acquire the common stock of Seller at 18,000 Korean
Won per share. Other terms and conditions of such investment shall be
mutually agreed by Amkor and Seller.
Sub-section 1.8(e) of the Original Agreement is hereby deleted entirely
and the following shall be substituted therefor:
Amkor and Seller shall have executed an agreement under which Amkor
shall subscribe and purchase the common stock of Seller at 18,000 Korean
Won per share in the total amount of US$150,000,000: (i) US$30,000,000
by no later than June 30, 2000, (ii) US$60,000,000 by no later than
August 31, 2000 (iii) and US$60,000,000 by no later than October 31,
2000. Other terms and conditions of such investment shall be mutually
agreed by Amkor and Seller.
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IN WITNESS WHEREOF, the Parties have caused this AMENDMENT to be signed
in their respective names by an officer thereof duly authorized as of
the date first above written.
Amkor Technology Korea, Inc.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Director
Anam Semiconductor, Inc.
By: /s/ Xxx Xxx-Xxxx
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Name: Kyu-Hyun, Xxx
Title: President
