Nearly six months after assuming control of the Acer Group's semiconductor foundry operations, Taiwan Semiconductor Manufacturing Co. Ltd. said today that it will officially merge the entity into its corporate ranks.
Through what it termed a process of "absorption," TSMC will assimilate the group, which since last summer has been doing business as TSMC-Acer Semiconductor Manufacturing Corp. (TASMC). The transaction is to be handled as a 6-for-1 stock swap, and is expected to be completed by June 30.
The merger officially closes the curtain on the Acer Group's slow pull out from semiconductor manufacturing, an exit that began in June when it sold 30% of its ailing foundry subsidiary, Acer Semiconductor Manufacturing Inc., to TSMC. Though a minority stake holder, TSMC assumed full control of the facility's wafer-processing, including an 8-in., 0.25- to 0.35-micron fab, and renamed the company TASMC.
In a statement, Acer said today's decision to fully divest its foundry operations will allow it to focus on its core markets, while maintaining close ties with TSMC to meet its manufacturing needs.
"The Acer Group's competitive advantages lie in its brand management strength, extensive global sales and marketing network, and system implementation and IC design," said Stan Shih, Acer Group chairman and chief executive. "After the merger between TSMC and TASMC, Acer can concentrate on aggressively developing its PC, peripherals, and key components business, and exploring opportunities in intellectual property and digital service."
Under the merger agreement, TSMC president F.C. Tseng will remain as chairman of TASMC, having effectively managed the manufacturing facility since June while reconfiguring it as a TSMC pure-play foundry arm.
"TASMC has successfully re-engineered at a time when market demand for IC-foundry services has grown at a rapid pace," said TSMC chairman Morris Chang. "The merger of TSMC and TASMC will further improve operational efficiency through integration, enabling more timely service to our customers.
"After the merger, the Acer Group will become one of the major shareholders of TSMC," Chang continued. "The Acer Group's participation within TSMC will provide stronger adhesion to the relationship between the two already close allies."
The stock exchange ratio is subject to adjustment based on the behavior of TSMC's stock price, according to the companies, which expect to finalize the figure at a joint meeting of shareholders to be held by the end of March.