SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2003
Commission File Number: 000-30540
GIGAMEDIA LIMITED
122 TunHua North Road, 14th Floor
Taipei, Taiwan (R.O.C.)
(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 [ x ] Form 40-F [ ]
(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 [ x ]
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b) :82- .)
GIGAMEDIA LIMITED is furnishing under cover of Form 6-K:
GIGAMEDIA RECEIVES AMENDED BUYOUT OFFER FROM MANAGEMENT TEAM
[GIGAMEDIA LOGO]
GIGAMEDIA RECEIVES AMENDED BUYOUT OFFER
FROM MANAGEMENT TEAM
TAIPEI, Taiwan, June 13, 2003 - GigaMedia Limited ("GigaMedia" or the "Company")
(Nasdaq: GIGM, www.giga.net.tw), a diversified provider of online and offline
entertainment services in Taiwan, today announced that the board of directors of
the Company received on June 12, 2003, an amended management buyout offer (the
"Amended Offer") from the senior management team (the "Management Group") of
GigaMedia to privatize the Company. The Amended Offer, dated June 12, 2003,
follows a previous offer made by the same management group dated March 19, 2003
and announced by the Company on March 21, 2003.
The Amended Offer is for US$1.30 per GigaMedia share and the directors of the
Company are required to respond by the end of the business day, Taipei, Taiwan
time, on June 20, 2003 whether they are agreeable to continue discussions with
the Management Group. In the event that they do not revert by that date, the
Management Group is entitled to treat all discussions on the Amended Offer as
having been terminated. The Amended Offer would be structured as a scheme of
arrangement under Singapore law whereby the Company would return capital and
cancel all outstanding shares in the Company other than those held by the
Management Group, either directly or through a separate legal entity formed by
them.
Terms of the proposed transaction include the following conditions: (a) the
negotiation and execution of a definitive agreement and other related agreements
mutually acceptable in form and substance to the Company and the Management
Group and/or the separate legal entity formed by them; (b) the scheme of
arrangement being sanctioned and approved by a court of competent jurisdiction
in Singapore; (c) disclosure documents complying with Rule 13e-3 of the U.S.
Securities Exchange Act being filed and approved by the U.S. Securities Exchange
Commission; (d) the obtaining of an opinion from the Company's independent
financial advisor that the transaction is fair to GigaMedia's shareholders; (e)
the receipt of any necessary consents from third parties and the making of any
necessary foreign or domestic governmental filings, and the expiration of any
specified waiting periods thereunder without challenge; and (f) the Amended
Offer being accepted by GigaMedia's shareholders (i) holding not less than 75%
of GigaMedia's outstanding shares, and (ii) representing a majority in number of
members present; in each case, present and voting at a duly called shareholders'
meeting that fulfills the quorum requirements under Singapore law and the
Company's constituting documents to ratify the transaction.
The Amended Offer is based upon discussions between the Management Group, the
special committee of GigaMedia's board of directors and each party's respective
financial advisors, as well as a careful review of the financial status of the
Company.
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The directors of GigaMedia wish to highlight that there is no assurance that the
management buyout offer will actually proceed. The Company will make an
appropriate announcement in the event that it enters into any definitive
agreement on the Amended Offer. In the meantime, the Company advises that
shareholders exercise caution when dealing with Gigamedia shares and that they
should not take any action which may be prejudicial to their interests.
ABOUT GIGAMEDIA
GigaMedia Limited (Nasdaq: GIGM) is a diversified provider of entertainment
services in Taiwan. The Company's online/offline business model provides the
Company multiple distribution channels, deep customer relationships and the
ability to meet future market demands as technology drives new media and
entertainment industry change.
Offline, GigaMedia operates Taiwan's two largest music store chains, Rose
Records and Tachung Records through its subsidiary G-Music. These businesses
were acquired in February and September of 2002, respectively, and together hold
approximately a 50% share of Taiwan's music retail market.
Online, the Company operates a leading broadband ISP, providing Internet access
service and broadband content with multiple delivery technologies. The Company's
access products consist of premium cable modem and ADSL offerings, giving the
company the ability to deliver superior broadband connections island-wide.
GigaMedia's cable modem is a world-class platform capable of offering broadband
Internet access at speeds of up to 100 times faster than traditional dial-up
services. With 21 cable system partners, the Company's cable modem business
passes more than 3.1 million Taiwan households, as well as 417,000 small and
medium businesses. In addition, the Company offers interactive Chinese-language
multimedia Web sites through its Web destination http://www.gigigaga.com.
Other subsidiary companies of GigaMedia include Koos Broadband Telecom Limited,
a broadband service provider focused exclusively on corporate subscribers in
Taiwan.
Strategic investors of GigaMedia include the Koos Group, a major player in
Taiwan's manufacturing, finance, telecommunications, media, and cable
industries.
More information on GigaMedia can be obtained from .
The directors of GigaMedia (including any director who may have delegated
detailed supervision of this announcement) have taken all reasonable care to
ensure that the facts stated and opinions expressed in this announcement are
fair and accurate and that no material facts have been omitted from this
announcement (the omission of which would render any statement in this
announcement misleading in any material respect), and they jointly and severally
accept responsibility accordingly. Where any information has been extracted from
published or publicly available sources, the sole responsibility of the
directors of GigaMedia has been to ensure through reasonable enquiries that such
information is accurately extracted from such sources or, as the case may be,
reflected or reproduced in this announcement.
2
The statements included above and elsewhere in this press release that are not
historical in nature are "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. GigaMedia cautions readers that forward-looking statements are based on
the company's current expectations and involve a number of risks and
uncertainties. Actual results may differ materially from those contained in such
forward-looking statements. Information as to those factors that could cause
actual results to vary can be found in GigaMedia's Annual Report on Form 20-F
filed with the United States Securities and Exchange Commission in June 2002.
CONTACT:
GIGAMEDIA LIMITED
Brad Miller, Investor Relations Director
886-2-8770-7966 ext. 1107
bradley_miller@corp.giga.net.tw
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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.
GigaMedia Limited
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(Registrant)
Date: June 17, 2003 By: /s/ Hsia, Winston
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(Signature)
Name: Hsia, Winston
Title: Chief Financial Officer