Securities Exchange Act of 1934
Rule 14d-4(d)
Rule 14d-11
Rule 14e-1(b) and (c)
Rule 14e-5

March 15, 2007

Response of the Office of Mergers and Acquisitions,
Division of Corporation Finance and the
Office of Trading Practices,
Division of Market Regulation

David Hirsch
Cleary Gottlieb Steen & Hamilton LLP
Bank of China Tower
One Garden Road
Hong Kong, China

Dear Mr. Hirsch:

We are responding to your letter dated March 15, 2007 addressed to James A. Brigagliano, Brian V. Breheny and Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your request for no-action and exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, defined terms in this letter have the same meaning as in your March 15, 2007 correspondence.

The United States Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act ("Exchange Act") on the basis of your representations and the facts presented in your letter, but without necessarily concurring in your analysis, particularly in light of the following facts:

• The Offer must be conducted in accordance with the requirements of the Singapore Code;
   
• STATS ChipPAC Ltd., a public company incorporated in Singapore, is a "foreign private issuer," as defined in Rule 3b-4(c) under the Exchange Act;
   
• Any purchases of Securities and Related Securities by the Prospective Purchasers will be subject to the Singapore Code; and
   
• The existence of the Memorandum of Understanding Concerning the Consultation and Cooperation and the Exchange of Information signed on May 16, 2000.

The Commission grants this exemption from Rule 14e-5 under the Exchange Act to permit the Prospective Purchasers to purchase or arrange to purchase Securities and Related Securities (other than the Convertible Subordinated Notes) otherwise than pursuant to the Offer, subject to the following conditions:

1. No purchases or arrangements to purchase Securities or Related Securities, otherwise than pursuant to the Offer, shall be made in the United States;
    
2. Disclosure of the possibility of such purchases by the Prospective Purchases, otherwise than pursuant to the Offer are included prominently in the announcement of the Offer and will be included prominently in the Offer document;
    
3. The Prospective Purchasers shall disclose in the United States information regarding such purchases to the extent such information is made public in Singapore pursuant to the Singapore Code;
    
4. The Prospective Purchasers shall comply with any applicable rules in Singapore, including the Singapore Code;
    
5. The Prospective Purchases shall provide to the Division of Market Regulation upon request, a daily time-sequenced schedule of all purchases of Securities and Related Securities made by any of them during the Offer, on a transaction-by-transaction basis, including:
    
1. size, broker (if any), time of execution, and price of purchase; and
    
2. if not executed on the SGX-ST, the exchange, quotation system, or other facility through which the purchase occurred;
    
6. Upon request of the Division of Market Regulation, the Prospective Purchasers shall transmit the information as specified in paragraphs 5.a. and 5.b. above to the Division of Market Regulation at its offices in Washington, D.C. within 30 days of its request;
    
7. The Prospective Purchasers shall retain all documents and other information required to be maintained pursuant to this exemption for a period of not less than two years from the date of termination of the Offer;
    
8. Representatives of the Prospective Purchasers shall be made available (in person at the office of the Division in Washington, D.C. or by telephone) to respond to inquiries of the Division relating to their records; and
    
9. Except as otherwise exempted herein, the Prospective Purchasers shall comply with Rule 14e-5.

In addition, based on the representations in your letter dated March 15, 2007, as supplemented by telephone conversations with the staff, the staff of the Division of Market Regulation will not recommend enforcement action against STSPL or Temasek under Rule 14e-5 under the Exchange Act if the Government Entities or the Independent Companies purchase Securities or Related Securities outside the Offer.

Based on the facts presented and the representations made in your letter dated March 15, 2007, as supplemented by telephone conversations with the staff, the Commission also hereby grants exemptions from:

• Rule 14d-11 under the Exchange Act. This exemption permits STSPL to keep the Subsequent Offering Period open in accordance with Singapore law and practice, but for a period no longer than four months after the Commencement Date, unless required by Rule 14e-1(b).
   
• Rule 14d-11(c) under the Exchange Act. This exemption permits STSPL to commence the Subsequent Offering Period while payment for Securities tendered during the Initial Offering Period is in process in accordance with Singapore law and practice.
   
• Rule 14d-11(e) under the Exchange Act. This exemption permits STSPL to pay for Securities tendered during the Subsequent Offering Period as soon as practicable in accordance with Singapore law and practice, but in any case within 14 calendar days after receipt.

In addition, based on the facts presented and the representations made in your letter dated March 15, 2007, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under:

• Rule 14d-4(d) under the Exchange Act. This no-action position allows STSPL to terminate the Initial Offer Period and thereby eliminate withdrawal rights before the scheduled expiration of a voluntary extension of the Initial Offer Period, so long as (i) at the time withdrawal rights terminate (a) the Initial Offer Period has been open for at least 20 U.S. business days and (b) all Offer conditions have been satisfied; (ii) STSPL discloses the possibility of an early termination of the voluntary extension of the Initial Offer Period and of an actual early termination of the Initial Offer Period in the manner described in your March 15, 2007 letter; and (iii) STSPL provides a Subsequent Offering Period so that the Offer remains open for at least 10 U.S. business days after the announcement of the early termination of a voluntary extension of the Initial Offer Period. In granting this relief, we specifically note the representation in your letter that you are not seeking relief to permit the early termination of withdrawal rights during any extension required under the provisions of Regulation 14D or 14E under the Exchange Act.
   
• Rule 14e-1(b) under the Exchange Act. This no-action position permits STSPL to pay an additional cash amount for tendered Ordinary Shares and ADSs or each series of Bonds purchased in the Offer if the 90% Threshold is reached, without providing additional withdrawal rights as a result of such increase in the offer consideration, so long as (i) the potential increase in consideration and the amount of such increase are disclosed in the offer documents; (ii) the fact that STSPL has increased the offer consideration upon achieving the 90% Threshold is announced by press release, by a filing on EDGAR, by publication in a newspaper of national circulation in the United States and via SGXNET; (iii) such announcement is made at the end of the Initial Offer Period or during any Subsequent Offering Period; and (iv) a Subsequent Offering Period is provided, continued or extended so that the Offer, including such Subsequent Offering Period, remains open for at least 10 U.S business days after the announcement of such increase in the offer consideration.
   
• Rule 14e-1(c) under the Exchange Act. This no-action position allows the payment for, or return of, Securities tendered during the Initial Offer Period as soon as practicable in accordance with Singapore law and practice, but in any case within 14 calendar days after the Offer is declared unconditional or lapses.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your March 15, 2007 letter, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transaction contemplated by this letter must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no views on any other questions that may be raised by this transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to this transaction.

For the Commission,
by the Division of Corporation Finance
pursuant to delegated authority

Brian V. Breheny
Chief, Office of Mergers and Acquisitions

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority

James A. Brigagliano
Associate Director

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/statschippak031507-14d-4.htm