SINGAPORE and FREMONT, Calif., Feb. 10 -- ST Assembly Test Services Ltd. (STATS) and ChipPAC Inc. announced they have signed a definitive agreement to merge in a stock-for-stock transaction. STATS is a semiconductor test and assembly service provider to fabless companies, integrated device manufacturers and wafer foundries. Based in Singapore, it has operations in the US, UK, Germany, Japan, China and Taiwan. ChipPAC, based in Fremont, Calif., is a global provider of semiconductor packaging, design, assembly, test and distribution services. The new the combined, independent semiconductor assembly-and-test solutions company is proposed to be named STATS ChipPAC Ltd., and it will be headquartered in Singapore. STATS said it expects the new company to have over $1 billion in revenues in 2004. Under the terms of the agreement, ChipPAC shareholders will receive 0.87 STATS American depositary shares (ADS) for each share of ChipPAC common stock. Based on STATS ADS closing price of $13.34 on February 9, 2004, the aggregate value of the transaction is approximately $1.6 billion. STATS and ChipPAC shareholders will own approximately 54% and 46% of the combined company, respectively, on a fully converted basis. Charles Wofford, chairman of ST Assembly Test Services, will remain chairman of the combined company; Dennis McKenna, chairman and CEO of ChipPAC, will be vice chairman; and Tan Lay Koon, president and CEO of STATS, will be president and CEO of the combined company. The board of directors of the combined company will have 11 members -- 7 from STATS and 4 from ChipPAC. Koon said, "This merger will enable the combined company to be a global player who can provide fully integrated, multisite, unparalleled end-to-end assembly and testing solutions, by combining the testing excellence of STATS with the package development and manufacturing assembly excellence of ChipPAC." ChipPAC said it expects the merger to have "minimal impact" on its employees and the operations of its existing plants. The boards of directors of both companies have approved the definitive agreement. The transaction is subject to customary regulatory approvals and shareholder votes and is expected to close by the end of the second quarter of 2004. For more information, visit: www.stts.com