Microsoft Word 10.0.4219;SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ADVANCED SEMICONDUCTOR ENGINEERING, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
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CARLYLE ASIA PARTNERS II, L.P.
CAP II CO-INVESTMENT, L.P.
MR INVESTMENT HOLDINGS LIMITED
MR INVESTMENT LIMITED
(NAME OF FILING PERSONS (OFFERORS))
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AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING FIVE ORDINARY SHARES)
(TITLE OF CLASS OF SECURITIES)
CUSIP NO. 00756M404
(CUSIP NUMBER OF CLASS OF SECURITIES)
GREGORY M. ZELUCK
MR INVESTMENT HOLDINGS LIMITED
C/O CARLYLE ASIA INVESTMENT ADVISORS LIMITED
SUITE 2801, 28TH FLOOR, TWO PACIFIC PLACE
88 QUEENSWAY, HONG KONG
+852 2878 7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE FILING PERSONS)
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COPIES TO:
MARK S. BERGMAN
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
ALDER CASTLE
10 NOBLE STREET
LONDON EC2V 7JU
+44 207 367 1601
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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N/A N/A
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
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[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Filing party: Not applicable
Form or Registration No.: Not applicable
Date filed: Not applicable
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
ITEM 12. EXHIBITS.
99.1 Letter dated April 17, 2007 from MR Investment Limited to the Board of
Directors of Advanced Semiconductor Engineering, Inc. (the "Company"),
notifying the Company of the withdrawal by the Carlyle-led consortium
of its indication of interest to acquire the Company.
EXHIBIT NO. DESCRIPTION
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99.1 Letter dated April 17, 2007 from MR Investment Limited to
the Board of Directors of Advanced Semiconductor
Engineering, Inc. (the "Company"), notifying the Company
of the withdrawal by the Carlyle-led consortium of its
indication of interest to acquire the Company.