EX-99.C.3 50 dp07142_ex-c3.htm
 
Exhibit (c)(3)
 





                                                                           DRAFT

                                                        Project Horoscope—Update

August 30, 2007
Strictly Private and Confidential


 
 

 
 



Rationale                                                                  DRAFT

o    Simplifies   corporate   structure  by  making  Tangerine  a  wholly  owned
     subsidiary of Apple and reduces the number of listings by 2,

     -    reduces the costs and administrative burdens associated with operating
          two public  companies,  including the costs associated with filing and
          compliance requirements

     -    eliminates investor confusion between the two companies.

o    Results in the promotion of one common brand and identity.

o    Increases  flexibility  for Apple to make  investment  and  other  business
     decisions  within  the  group  and  can  focus  on  a  consistent  minority
     shareholder base.

o    Increases the  flexibility of the Apple to allocate  resources  efficiently
     between the two businesses

o    Provides Tangerine shareholders liquidity at a premium price while avoiding
     broker fees.


1


 
 

 
 



Valuation Points                                                          DRAFT

o    The sector has re-rated down:

     -    Over past 3 months,  NASDAQ is down about 3%,  companies in sector are
          down 5%-20%

     -    Driven by lower than expected results and reduced projections

     -    Current market price reflects current expectations of the sector

o    Due to  higher  capital  intensity,  test  businesses  trade at much  lower
     FV/EBITDA multiples than assembly

     -    So Tangerine EBITDA  multiples should be lower,  given its exposure to
          test of 76% vs. UTAC of of 52%

     -    On a 2007 FV/EBITDA basis, Tangerine, at $14.30 price, represents 5.0x
          US GAAP(1) and 4.9x ROC GAAP, compared with UTAC at 4.9x

     -    On a 2007 P/E basis,  Tangerine,  at $14.30 price, represents 18.4x US
          GAAP(1)  and 17.2x ROC GAAP,  much  higher than the median of the test
          comps at 12.7x, and higher than UTAC offer price at 16x.

o    Premiums are high relative to UTAC and STATS

     -    1-day: 27% vs UTAC of 11% and STATS of 18%

     -    1-week: 25% vs UTAC of 13% and STATS of 22%

     -    1-month: 20% vs UTAC of 21% and STATS of 32%

                                                                               2


 
 

 
 



Relative Price Performance                                                 DRAFT

Last 3 Months Relative Price Performance


80
90
100
110
120
14-Aug 16-Aug 18-Aug 20-Aug 22-Aug 24-Aug 26-Aug 28-Aug
STTS AMKR Apple (ADR)
Tangerine UTAC SPIL (ADR)
Nasdaq


Last 2 Weeks Relative Price Performance

60
70
80
90
100
110
120
130
140
28-May 12-Jun 27-Jun 12-Jul 27-Jul 11-Aug 26-Aug
STTS AMKR Apple (ADR)
Tangerine UTAC SPIL (ADR)
Nasdaq
Source: Bloomberg.


                                                                               3


 
 

 
 



Tangerine Historical Price                                                 DRAFT
6
8
10
12
14
16
Aug-06 Oct-06 Dec-06 Feb-07 Apr-07 Jun-07 Aug-07


1-Mo average: $11.94
1-Wk average: $11.45
6-Mo average: $12.66
3-Mo average: $13.33
1-Yr average: $11.27
Price (USD)
Offer Price $14.30

Source: Bloomberg.

                                                                               4
 
 

 
 



Financial Projections Based on Research                                    DRAFT


Apple Standalone
-----------------------------------------------------------------------
(US$ in millions)                             Years Ending December 31,
                                                   2007E         2008E
-----------------------------------------------------------------------

Apple
Sales                                         $  3,057.4    $  3,762.7
Cost of Goods Sold                              (2,189.3)     (2,731.6)
                                              ------------------------
Gross Profit                                       868.1       1,031.1
Operating Expenses Operating Income               (282.8)       (334.0)
                                              ------------------------
                                                   585.3         697.0
D&A                                                437.7         389.5
                                              ------------------------
EBITDA                                           1,023.0       1,086.5
Operating Income                              $    585.3    $    697.0
Other Income (Expenses) Pre-Tax Income             (36.6)        (21.2)
                                              ------------------------
                                                   548.7         675.8
Income Taxes Net Income                            (91.6)       (101.4)
                                              ------------------------
                                                   457.1         574.5
Minority Interest Net Income to Common (ROC)       (47.4)        (70.8)
                                              ------------------------
                                              $    409.7    $    503.6

Tangerine Standalone
-------------------------------------------------------------------------------------
                                                   Research Case     Sensitivity Case
(US$ in millions)                                2007E      2008E     2007E     2008E
------------------------------------------------------------------  -----------------

Tangerine
Sales                                          $  475.8  $  561.9  $  466.0  $  546.3
Cost of Goods Sold Gross Profit                  (320.4)   (350.9)   (306.5)   (358.1)
                                               --------------------------------------
                                                  155.4     211.0  $  159.5     188.2
Operating Expenses Operating Income               (66.0)    (70.8) ($  65.2)    (37.9)
                                               --------------------------------------
                                                   89.4     140.2      94.3     150.2
D&A                                               116.1      99.4     118.4     108.8
                                               --------------------------------------
EBITDA                                            205.5     239.6     212.7     259.0
Operating Income                               $   89.4  $  140.2  $   94.3  $  150.2
Other Income (Expenses) Pre-Tax Income             13.1      17.6      17.7      15.0
                                               --------------------------------------
                                                  102.5     157.8     112.0     165.3
Income Taxes Net Income                           (31.0)    (33.1)    (26.0)    (38.8)
                                               --------------------------------------
                                                   71.5     124.7      86.0     126.5
Minority Interest Net Income to Common (ROC)        0.0       0.0       0.0       0.0
                                               --------------------------------------
                                               $   71.5  $  124.7  $   86.0  $  126.5



                                                                               5
 
 

 
 



Tangerine Firm Value Calculation                                           DRAFT

(US$ in millions except share price)  Market Value of            Book Value of
                                     Korea Investments        Korean Investments
Firm Value
Purchase Price                          $14.30                     $14.30
Basic Shares Outstanding                 100.3                      100.3
Options                                    8.8                        8.8
Options Repurchased                       (6.0)                      (6.0)
Full Diluted Shares                      103.2                      103.2
Equity Value                            $1,475                     $1,475
Debt                                     104.6                      104.6
Cash & Equiv.                           (219.4)                    (219.4)
Value of Apple Shares Held              (189.9)                    (189.9)
Value of Korea Investments              (136.8)                     (85.3)
Firm Value                              $1,034                     $1,085
Apple Inc Share Market Value
Apple USD Price (08/28/07)               $0.96
# Apple Shares before Stock Dividend     180.1
# Shares Received as Stock Dividend       27.0
# Apple Shares after Dividend            207.2
Market Value of Apple Shares             199.8
Market Value after 5% Discount           189.9
Korea Investments Value                                      Reported Total Long
Ownership Stake                             30%              Term Investments (Jun 30, 2007)   $330.6
Projected Firm EBITDA                     $114               Apple USD Price (Jun 30, 2007)      1.36
EBITDA to Tangerine                       34.2               # Apple Shares at Jun 30, 2007     180.1
FV/EBITDA Multiple                         4.0x              Market Value of Apple Shares       245.3
Market Value of Korea Investments        136.8               Book Value of Korean Investments    85.3


                                                                               6
 
 

 
 



OSAT Comparables                                                           DRAFT


                                                      Local Stock  Stock Price   Equity    Firm
(US$ in Millions)                                       Price (1)      (US$)    Value (2) Value (3)
Powertech (6239 TT)                         (6)(7)      $129.00        $3.91     $1,840   $2,111
King Yuan (2449 TT)                         (6)          $20.85         0.63        760    1,012
UTAC (UTAC SP)                                            $1.15         0.75      1,291    1,345
Global Testing Corp                                       $0.25         0.16        172      165
Tangerine Direct Comparables - Median
Tangerine Direct Comparables - Mean
Tangerine (ASTSF US)                        (8)(9)       $11.29       $11.29     $1,165     $723
Tangerine @ $14.3                           (8)(9)       $14.30       $14.30     $1,475   $1,034
Tangerine @ $14.3 (ROC GAAP)                (9)          $14.30       $14.30     $1,475   $1,034
STATS ChipPAC (STTS US)                                   $9.99        $9.99     $2,182   $2,551
Siliconware Precision (2325 TT)             (6)          $64.00         1.94      5,886    5,272
Amkor (AMKR US)                                          $11.36        11.36      2,226    3,700
MPI (MPI MK)                                              $9.15         2.62        550      704
Apple Direct Comparables - Median
Apple Direct Comparables - Mean
Apple (2311 TT)                             (6)          $31.85        $0.96     $5,035   $5,753



      P/E (4)            P/B       FV/EBIT (3)(4)       FV/EBITDA (3)(4)      FV/(EBITDA-Capex)   Test % of
 2007E      2008E       2Q07      2007E      2008E      2007E      2008E      2007E      2008E     Revenue
 14.8x      12.0x       3.4x      13.0x      10.6x       6.6x       5.3x      40.5x      15.0x       63.0%
  10.8        8.8        1.2       12.7        8.9        3.9        3.6       10.3        8.3       90.0
  14.6       12.0        1.5       10.6        9.2        4.6        4.0       30.1       10.2       52.2
   9.1        8.4        1.0        7.2        6.7        3.3        3.1       13.2        7.3       90.0
 12.7x      10.4x       1.4x      11.6x       9.0x       4.2x       3.8x      21.6x       9.2x       76.5%
  12.3       10.3        1.8       10.9        8.8        4.6        4.0       23.5       10.2       73.8
 14.5x       9.7x       1.3x       8.4x       5.1x       3.5x       2.9x       5.9x       4.6x       76.0%
 18.4x      12.3x       1.6x      12.0x       7.3x       5.0x       4.1x       8.4x       6.6x       76.0%
 17.2x      11.7x       1.6x      11.0x       6.9x       4.9x       4.0x       7.9x       6.2x       76.0%
 18.2x      13.4x       1.5x      12.0x       9.7x       5.4x       4.8x      11.5x      13.7x       26.2%
  14.4       13.3        3.0       12.6       11.0        8.1        7.2       15.0       13.2       12.7
  11.0        8.6        3.8       10.2        9.0        5.7        5.2       10.2        9.1       10.3
  13.3       12.0        2.0       10.8       10.3        5.2        5.0         NA         NA         NA
 13.9x      12.7x       2.5x      11.4x      10.0x       5.5x       5.1x      11.5x      13.2x       12.7%
  14.2       11.8        2.6       11.4       10.0        6.1        5.6       12.2       12.0       16.4
 14.0x      11.4x       2.6x      10.6x       9.0x       5.9x       5.6x       9.7x      10.8x       20.2%

Note: NM (Not Meaningful), NA (Not Available). Sourced from company filings,
Factset estimates, and Wall Street research.

(1) Stock prices and exchange rates as of 28 Aug 2007, except for UTAC (as of 22
Jun, 2007). Stock prices presented in local currency.

(2) Equity value includes all in-the-money convertible bonds (If Converted
method) and employee stock options (Treasury Share Method).

(3) Firm Value equals equity value plus straight debt, minority interest,
straight preferred stock, all out-of-the-money convertibles, less investments in
unconsolidated affiliates and cash. No adjustment made for non-operating assets.

(4) Net Income, EBIT and EBITDA based on Wall Street research.

(5) Based on company filings and research estimates.

(6) Net income and EBITDA for Taiwanese firms are adjusted for employee stock
bonuses based on Citi estimates.

(7) Powertech balance sheet data is unconsolidated as consolidated figures are
not available.

(8) Assumes ROC GAAP estimates adjusted for stock bonus expense.

(9) The Korean Investments is based on projected market value


                                                                               7
 
 

 
 





Selected Precedent Transactions

Three relevant transactions include the terminated Carlyle/Apple, completed
Temasek/STATS ChipPAC, and pending Affinity & TPG/UTAC deals--However, these
transactions are (1) change of control transactions and (2) more liquid and larger companies.

                          Apple                             STATS ChipPAC           UTAC
Offer
Announcement Date         November 24, 2006                 March 1, 2007           June 27, 2007
Acquirer                  Carlyle Group/Major Shareholder   Temasek                 Affinity / TPG
Deal Status               Terminated                        Completed               Pending
% to be Acquired          100%                              47.3%                   100%
Price Offered Per Share   NT$39.50 (US$1.20)                SGD1.75 (US$1.14)(1)    SGD1.20 (US$0.78)
Transaction Value         US$5,826 (2)                      US$1,341 (3)            US$1,415 (4)
Implied Valuation
 Multiples
Implied Equity Value      US$5,826 (2)                      US$2,560 (3)            US$1,415 (4)
Implied Firm Value        US$6,415 (2)                      US$3,154 (3)            US$1,459 (4)
FV/2007E EBITDA (5)       5.3x                              6.4x                    4.9x
FV/2007E EBIT (5)         8.9x                              14.1x                   11.5x
P/2007E EPS (5)           10.8x                             19.8x                   16.0x
Price/Book Value (6)      2.8x                              1.8x                    1.6x
Offer Premium
1-Day Price               14.2%                             18.4% (1)               11.1%
1 Month Average Price     23.4%                             32.1% (1)               20.8%

Source: Public filings, consensus estimates, and Bloomberg.

(1)  In Temasek / STATS ChipPAC transaction, final offer price equals S$1.75
     per Ordinary Share as the tender offer did not clear the 90% threshold
     (otherwise S$1.88 per Ordinary Share).
(2)  Apple: transaction value calculated as 100% acquisition of NT$39.50 price
     multiplied by FD shares of 4,838 mm (includes conversion of ITM options
     and CBs), implied equity value calculated based on transaction value
     pro-rating to 100% acquisition, firm value calculated as equity value plus
     net debt (excludes converted CBs from debt) of US$589 mm as of 3Q06.
(3)  STATS: transaction value calculated as 47.3% acquisition of S$1.75 price
     multiplied by FD shares of 2,201 mm (includes conversion of ITM options)
     plus cost of CBs of US$150 mm, implied equity value calculated based on
     transaction value pro-rating to 100% acquisition, and firm value equals
     equity value plus net debt of US$594 mm as of 4Q06.
(4)  UTAC: transaction value calculated as 100% acquisition of S$1.20 price
     multiplied by FD shares of 1,814 mm (includes conversion of ITM options
     and CBs), implied equity value calculated based on transaction value
     pro-rating to 100% acquisition, firm value calculated as equity value plus
     net debt (excludes converted CBs from debt) of US$44 mm as of 1Q07.
(5)  Estimates based on projections at time of announcement: Apple 07E EBITDA
     of US$1,203 mm, EBIT of US$724mm and Net Income of US$540 mm, STATS 07E
     EBITDA of US$492 mm, EBIT of US$224 mm and Net Income of US$129 mm, UTAC
     07E EBITDA of US$295 mm, EBIT of US$127 mm and Net Income of US$88 mm.
(6)  Apple BV of US$2,111 mm as of 2Q07, STATS BV of US$1,436 mm as of 2Q07,
     and UTAC BV of US$861 mm as of 2Q07, convertible debt is treated as equity
     if it's in the money
8

 
 

 
 


Potential Value Ranges

                       STATS ChipPAC   UTAC

Offer Price            S$1.75  S$1.88  S$1.20  (US$)
Equity Value (1)       2,560   2,750   1,415   (US$ mm)
Firm Value (2)         3,154   3,344   1,459   (US$ mm)
FV / EBITDA Multiples                          EBITDA (US$ mm)(4)
2007E                  6.4x    6.8x    4.9x    205
2008E                  5.7     6.1     4.4     250
FV / EBIT Multiples                            EBIT (US$ mm)(4)
2007E                  14.1x   14.9x   11.5x   86
2008E                  11.7    12.4    10.1    141
Price / Earnings                               Net Income (US$ mm)(4)
2007E                  19.8x   21.3x   16.0x   80
2008E                  15.5    16.7    13.2    120
Price / Book                                   Book Value (US$ mm)
2Q07                   2.1x    2.2x    1.6x    $905
Premium to Market                              Price (US$)
1-Day Prior            18.4%   27.2%   11.1%   $ 11.29
1-Week Avg (3)         21.7    30.7    13.0    11.45
2-Week Avg (3)         27.3    36.7    14.4    11.25
1-Month Avg (3)        32.1    41.9    20.8    11.94
1-Week Prior           28.6    38.2    13.2    11.00
2-Week Prior           36.6    46.7    15.4    11.40
1-Month Prior          39.9    50.3    31.1    13.55

     DRAFT

                  Tangerine

 14.30   14.40    14.50   14.60   14.70   14.80   14.90   15.00
 1,475   1,486    1,497   1,508   1,519   1,530   1,541   1,552
 1,034   1,045    1,056    1,067   1,078   1,089   1,099  1,110

 5.0x    5.1x     5.2x    5.2x    5.3x    5.3x    5.4x    5.4x
 4.1     4.2      4.2     4.3     4.3     4.4     4.4     4.4

 12.0x   12.1x    12.2x   12.3x   12.5x   12.6x   12.7x   12.8x
 7.3     7.4       7.5     7.6     7.6     7.7     7.8     7.9

 18.4x   18.5x    18.7x   18.8x   19.0x   19.1x   19.2x   19.4x
 12.3    12.4     12.5    12.6    12.7    12.8    12.9    13.0

 1.6x    1.6x     1.7x    1.7x    1.7x    1.7x    1.7x    1.7x

 26.7%  27.5%    28.4%   29.3%   30.2%   31.1%   32.0%   32.9%
 24.9    25.7    26.6     27.5    28.3    29.2    30.1    31.0
 27.1    28.0    28.9     29.8    30.6    31.5    32.4    33.3
 19.7    20.6    21.4     22.3    23.1    23.9    24.8    25.6
 30.0    30.9    31.8    32.7    33.6    34.5    35.5    36.4
 25.4    26.3    27.2    28.1    28.9    29.8    30.7    31.6
 5.5     6.3     7.0     7.7     8.5     9.2     10.0    10.7


Source: Company financials and Wall Street research; Bloomberg

(1)     Equity value calculated as firm value plus net cash of US$93.8 mm as of
March 31, 2007 and US$282.2mm which is the adjusted value of unconsolidated
investments.
(2)     Firm value calculated as range of 07E FV / EBITDA multiples multiplied by
2007E EBITDA of US$213 mm (adjusted for stock bonus expense); Tangerine firm
value uses market value of Korea investments
(3)     Based on simple averages of period aftermarket prices as at August 28,
2007.
(4)     Adjusted for employee stock bonus, the impact of EBITDA is $8MM difference
in 2007 and $9MM difference in 2008
Disclaimer: All projections and financial estimates of Tangerine included
herein are taken from third party broker research. Citigroup has not performed
any analysis or review of any such projections or financial estimates and has
not carried out any valuation of Tangerine and takes no responsibility for and
shall have no liability in respect of any of the foregoing.

9

 
 

 
 


Acer Gateway Case Study                                           DRAFT
Transaction Highlights
o    Announcement Day: August 27, 2007
o    Acquirer: Acer Inc., world's leading brand PC vendor
o    Target: Gateway, Inc., fourth largest PC company in the US and leading
     retail PC provider
o    Deal Size: Approx. US$710MM
o    Method: 100% Cash, funding from Acer's balance sheet
o    Offer Price: US$1.90 per share
o    Premium:
     --   One day Prior: 57%
     --   One Week Average: 50%
     --   One Month Average: 45%
Why Pay Such High Premium?
o       Highly complementary geographical presences and product positioning
        --      Strengthening Acer's US presence
        --      Increase in supply chain scale for Gateway
o    Solidify Acer's position as number three PC vendor globally with 9.4%
     market share and number two largest notebook maker with 16.6% market share
o    Significant revenue and cost synergies (estimated US$150MM cost synergy in
     2008)
o    Deploy multi-brand strategy to cover all the major market segments
o    Strategically prevent Lenovo's proposed acquisition of Packer Bell to
     narrow the gap vs. Acer in Europe

10
 
 

 
 


DRAFT
Accretion/Dilution Analysis

(US$ in millions, except per share data)

                                        Research Case (1)

Price Paid (Tangerine NASDAQ shares)    $14.30        $14.50       $15.00
2007E Accretion / Dilution
Standalone 2007E Apple Net Income (ROC) $410          $410         $410
Elimination of Minority Interest          35            35           35
Interest Expense (2)                     (34)          (35)         (36)
Tax Adjustment (3)                       9             9            9
2007E Pro Forma Net Income               $419          $419         $418
2007E PF Shares Outstanding              5,219         5,219        5,219
2007E EPS
Standalone                              $0.0785       $0.0785      $0.0785
Pro Forma                               0.0803        0.0802       0.0801
Accretion / Dilution                    2.3%          2.2%         2.1%
Pro Forma (Incl'd Accelerated
  Vesting Exp)                          $0.0790       $0.0789      $0.0788
Accretion / Dilution (Incl'd
  Accelerated Vesting Exp)              0.7%          0.5%         0.4%
2008E Accretion / Dilution
Standalone 2008E Apple Net Income (ROC) $504          $504         $504
Elimination of Minority Interest        61            61           61
Interest Expense (2)                    (34)          (35)         (36)
Tax Adjustment (3)                      9             9            9
2008E Pro Forma Net Income              $539          $539         $538
2008E PF Shares Outstanding             5,219         5,219        5,219
2008E EPS
Standalone                              $0.0965       $0.0965      $0.0965
Pro Forma                               0.1033        0.1032       0.1031
Accretion / Dilution                    7.1%          7.0%         6.9%

 Sensitivity Case (1)

 $14.30        $14.50         $15.00

 $410          $410           $410
   42            42             42
  (34)          (35)           (36)
  9             9              9
  $426          $426           $425
  5,219         5,219          5,219

 $0.0785       $0.0785        $0.0785
 0.0817        0.0816         0.0815
 4.0%          3.9%           3.8%

 $0.0804       $0.0803        $0.0802

 2.4%          2.3%           2.2%

 $504          $504           $504
 62            62             62
 (34)          (35)           (36)
 9             9              9
 $540          $540           $539
 5,219         5,219          5,219

 $0.0965       $0.0965        $0.0965
 0.1035        0.1034         0.1033
 7.2%          7.1%           7.0%

Note: (1) Assumes as if transaction happened at beginning of the year
(2)     Assumes interest expense at 5.85%
(3)     Assumes marginal tax rate 25%


11

 
 

 
 


Pro Forma Capital Structure [Subject to Accountants' Review] DRAFT
Balance Sheet (US$MM)
Apple                            Current         Adjustment      ProForma
Cash                             $806            -               $806
Goodwill                         -               $301 (3)        301
Total Debt                       1,169           746 (4)         1,915
Short-term Debt                  223             -               223
Long-term Bond                   280 (1)         -               280
Long-term Debt                   666             746             1,412
Minority Interest                355             (445) (5)       (90)
Shareholders' Equity             1,926 (1)       -               1,926
2007E EBITDA (2)                 $979                            $979
Debt / EBITDA                    1.2x                            2.0x
Debt / Shareholders' Equity      60.7%                           99.4%

Source: Company filings; current balance sheet as of Jun 30, 2007.
(1)     Convertible bond is treated as debt since the current conversion price NTD
31.98 is above market price NTD 31.85 at Aug 28, 2007
(2)     Adjusted for employee stock bonus.
(3)     Goodwill equal to total consideration $746MM minus Tangerine Book Value
acquired $445MM
(4)     Base on acquisition price of $14.3
(5)     Based on 49.2% of Tangerine's 2Q07 book value $905MM

12

 
 

 
 


Credit Statistics Comparison: Strong Balance Sheet Even Post Transaction DRAFT
(US$ in Millions)        Apple (1)    PF Apple    SPIL    Stats ChipPAC   UTAC    Amkor

Cash                     $806         $806        $725    $230            $108    $238
Short-term Debt          223          223         17      152             28      159
Long-term Debt           945          1,692       94      400             162     1,553
Total Debt               1,169(1)     1,915       111     552             189     1,713
Net Debt                 363          1,109       (614)   322             82      1,474
Shareholders' Equity     1,926(1)     1,926       1,939   1,436           861     593
2007E EBITDA (2)         979          979         651     473             295     653
Debt/ EBITDA             1.2x         2.0x        0.2x    1.2x            0.6x    2.6x
Net Debt/ EBITDA         0.4          1.1         (0.9)   0.7             0.3     2.3
Debt/ Shareholders'
 Equity                  60.7%        99.4%       5.6%    38.4%           22.0%   288.6%

Source: Company filings; Factset; balance sheet as of Jun 30, 2007

(1) Convertible bond is treated as debt since the current conversion price NTD
31.98 is above market price NTD 31.85 at Aug 28, 2007
(2) Adjusted for employee stock bonus.

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