1934 Act Registration No. 1-14700
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2007
TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LTD.
(Translation of Registrant's Name Into English)
NO. 8, LI-HSIN RD. 6,
HSINCHU SCIENCE PARK,
TAIWAN
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F V Form 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No V
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(If "Yes" is marked, indicated below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82: _______.)
(TSMC LOGO) (PHILIPS LOGO)
PRESS INFORMATION
March 09, 2007
PHILIPS AND TSMC ANNOUNCE JOINT PLAN TO FACILITATE ORDERLY EXIT BY PHILIPS FROM
TSMC SHAREHOLDING
AMSTERDAM, THE NETHERLANDS AND HSINCHU, TAIWAN -- Royal Philips Electronics
(NYSE:PHG, AEX:PHI) and Taiwan Semiconductor Manufacturing Company Ltd (TAIEX:
2330, NYSE: TSM) today jointly announced that the companies have agreed to a
multi-phased plan to facilitate an orderly exit by Philips from its current
shareholding in TSMC as follows:
1. Philips intends to sell in the near future up to USD 1.75 billion worth of
TSMC shares to accommodate identified demand from long-term financial investors
in Taiwan. To this end, an application has been filed today with the Taiwan
Stock Exchange by Philips.
2. Philips intends to offer up to USD 2.5 billion worth of TSMC shares, in the
form of American Depositary shares, through a public offering in the United
States without over-allotment option. The ADSs sold in this offering are
expected to be listed on the New York Stock Exchange. This offering would follow
a TSMC board resolution to approve the conversion of TSMC common shares into
American Depository Shares on behalf of Philips. Each ADS represents five TSMC
common shares. This transaction is subject to all regulatory approvals,
including registration with the U.S. Securities and Exchange Commission, and is,
subject to market conditions, expected to be completed in 2007. It is the
current intention of TSMC and Philips that no further ADS offerings will be
conducted in respect of Philips' shareholding in TSMC.
3. TSMC plans to conduct a share repurchase via tender offer in 2007 on the
Taiwan Stock Exchange to buy back up to approximately USD 1.5 billion worth of
shares in TSMC, and cancel the repurchased shares, subject to TSMC board
approval. Philips intends to participate in the share repurchase, and Philips'
representative on the TSMC Board of Directors today resigned as a director.
Philips will no longer maintain any board position at TSMC.
4. TSMC intends to conduct additional share repurchase programs between 2008 and
2010, subject to maintaining its current annual cash dividend per share and
cancel the repurchased shares. Philips intends to participate in these share
repurchase programs with its remaining TSMC shares. Philips will also consider
other sales to long-term financial investors mutually agreeable to Philips and
TSMC.
Philips currently owns 16.2% of TSMC share capital, with a current market
valuation of approximately USD 8.5 billion.
"We are pleased to have reached agreement with TSMC on this plan to facilitate
our exit from our current shareholding in TSMC in an orderly, responsible
manner," Philips Chief Financial Officer Pierre-Jean Sivignon said. "For
Philips, selling our stake in TSMC is a logical consequence of our decision to
exit the semiconductor business, to which end we made a first,
significant step in 2006 when we sold a majority stake in our semiconductor
division."
Ms. Lora Ho, TSMC Vice President and Chief Financial Officer said: "we are
pleased to have come to a satisfactory solution to facilitate the exit of
Philips' holding of TSMC shares. We intend to make good use of our cash while
reiterating our commitment to maintain our current annual cash dividend per
share."
For more information, please contact:
Arent Jan Hesselink
Philips Corporate Communications
Tel: +31 20 59 77415
Email: arentjan.hesselink@philips.com
Richard C.Y. Chung
Media Relations Manager, TSMC
Tel: 886-3-505-5038
Mobile: 886-911-258751
Fax: 886-3-567-0121
E-Mail: cychung@tsmc.com
Michael Kramer
Public Relations Department, TSMC
Tel: 886-3-505-6216
Mobile: 886-926-026632
Fax: 886-3-567-0121
E-Mail: pdkramer@tsmc.com
ABOUT ROYAL PHILIPS ELECTRONICS
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global
leader in healthcare, lifestyle and technology, delivering products, services
and solutions through the brand promise of "sense and simplicity". Headquartered
in the Netherlands, Philips employs approximately 121,700 employees in more than
60 countries worldwide. With sales of EUR 27 billion in 2006, the company is a
market leader in medical diagnostic imaging and patient monitoring systems,
energy efficient lighting solutions, personal care and home appliances, as well
as consumer electronics. News from Philips is located at
www.philips.com/newscenter.
ABOUT TSMC
TSMC is the world's largest dedicated semiconductor foundry, providing the
industry's leading process technology and the foundry industry's largest
portfolio of process-proven libraries, IP, design tools and reference flows. The
Company's total managed capacity in 2006 exceeded seven million (8-inch
equivalent) wafers, including capacity from two advanced 12-inch GigaFabs, four
eight-inch fabs, one six-inch fab, as well as TSMC's wholly owned subsidiaries,
WaferTech and TSMC (Shanghai), and its joint venture fab, SSMC. TSMC is the
first foundry to provide 65nm production capabilities. Its corporate
headquarters are in Hsinchu, Taiwan. For more information about TSMC please
visit http://www.tsmc.com.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of Philips and certain
of the plans and objectives of Philips with respect to these items. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future and
there are many factors that could cause actual results and developments to
differ materially from those expressed or implied by these forward-looking
statements. In particular,
the offer and sale by Philips of TSMC shares, and the proceeds of any such
sales, will depend on equity capital market conditions, particularly those
affecting the semiconductor industry.
This release does not constitute an offer of any securities for sale. Any offer
or sale of securities shall be made by means of a registration statement filed
with the U.S. Securities and Exchange Commission under the Securities Act of
1933 or by means of an exemption from the registration requirements thereof.
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, thereunto duly authorized.
Taiwan Semiconductor Manufacturing Company Ltd.
Date: March 9, 2007 By /s/ Lora Ho
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Lora Ho
Vice President & Chief Financial Officer