PRESS RELEASE   
FOR IMMEDIATE RELEASE
25 June 2001

Subject :

Contents :

On behalf of the Board of Directors of AIC, we are pleased to announce that AIC Semiconductor Sdn Bhd ("AICS"), a subsidiary of the Company has on 21 June 2001 entered into a Memorandum of Understanding ("MOU") with National Scientific Corporation ("NSC") to develop a strategic alliance to develop and manufacture advanced power protection semiconductor devices and related technology (hereinafter known as "the Proposal").

 

2.1 AICS

AICS is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 15 August 1995. The principal activity of AICS are design, procurement, assembly and test of IC chips and other ancillary activities. The authorised share capital of AICS is RM72,000,000 comprising 72,000,000 ordinary shares of RM1.00 each ("AICS Ordinary Shares") and RM28,000,000 comprising 28,000,000 cumulative redeemable preference shares of RM1.00 each ("CRPS"), of which 37,777,000 AICS Ordinary Shares and 28,000,000 CRPS have been issued and fully paid-up. The shareholders and their respective shareholdings in the issued and paid-up share capital of AICS are set out in Table 1.

2.2 NSC

NSC, which has its headquarters in Phoenix, Arizona, is a public company listed on the Over The Counter Board ("OTC") in USA. The principal activity of NSC is developing significant enhancements for existing semiconductor, integrated circuits and other electronic component products, processes and markets utilising their patented technologies. NSC, which has researched and developed several proprietary technologies, has provided the said enhancements to the marketplace through licensing agreements with leading manufacturing firms. NSC currently has approximately 47.3 million issued and outstanding shares of Common Stock of USD0.01 each with a market capitalisation of approximately USD36 mil.

 

On 21 June 2001, AICS, a subsidiary of AIC, entered into a MOU with NSC to develop and manufacture advanced power protection semiconductors in Malaysia. NSC and its technology partners will provide technical support and expertise to develop the said technology and AICS will provide approximately 6,000 sq ft of clean room space in Kulim for the manufacture of the said products. Among the products that will be involved in the technology transfer are Thyristors and Schottky Diodes.

NSC will solicit demand for, promote and market in North America and elsewhere, its products manufactured at AICS, whilst AIC Group will do the same for certain products in sections of Asia which are to be determined later.

NSC and AIC are contemplating setting up and participating in the equity of a Joint Venture Company for carrying out the said advanced power protection semiconductor technology development and manufacturing. Both the parties have agreed to attempt to reach a more detailed agreement on or before 31 July 2001.

 

The Proposal is expected to contribute positively towards AIC Group’s future earnings in its core semiconductor businesses. Further to that, the MOU is also expected to broaden our customer and product base, especially new products which are widely used for power management in electronic products. The development of this technology will also produce a requirement for enhanced technology procedures in Kulim and support the growth of technology in Malaysia in general.

 

5.1 Share Capital

The Proposal will not have any effect on the issued and paid-up share capital of AIC.

5.2 Net Tangible Assets ("NTA")

The Proposal is not expected to have any material effect on the NTA of the AIC Group.

5.3 Earnings

The Proposal is expected to contribute positively to the future earnings of the AIC Group as it in the ordinary course of business and it also broadens our customer and product base which is in line with our management’s direction.

 

None of the Directors and substantial shareholders of AIC and persons connected to the Directors and substantial shareholders of AIC have any interest, direct or indirect, in the Proposal.

 

The Board of Directors of AIC, having considered all aspects of the Proposal, is of the opinion that the Proposal is in the best interest of the AIC Group.

.

	ß-----DIRECT-----à		ß----INDIRECT---à
Name	No. of AICS Ordinary Shares held	%	No. of AICS Ordinary Shares held	%
AIC Technology Sdn Bhd	29,075,000	76.97	-	-
AIC	6,314,000	16.71	(1) 29,075,000	76.97
Atmel Corporation	2,388,000	6.32	-	-
Khazanah Nasional Berhad	-		(2) 29,075,000	76.97

 

	ß-----DIRECT----à		ß----INDIRECT---à
Name	No. of CRPS held	%	No. of CRPS held	%
AIC Technology Sdn Bhd	15,400,000	55.00	-	-
AIC	7,028,000	25.00	(1) 15,400,000	55.00
Atmel Corporation	5,572,000	20.00	-	-
Khazanah Nasional Berhad	-	-	(2) 15,400,000	55.00

Notes :-

(1) Deemed interest by virtue of its 75% substantial shareholding in the equity of AICT.
(2) Deemed interest by virtue of its 25% substantial shareholding in the equity of AICT.

 

25 June 2001
Ref: 060