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EXHIBIT 99.3
ASAT (FINANCE) LLC
OFFER TO EXCHANGE
OUTSTANDING 12.5% SENIOR NOTES DUE 2006
FOR
12.5% SENIOR NOTES DUE 2006
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
AND
CONSENT SOLICITATION
PURSUANT TO THE PROSPECTUS DATED , 2000
THE REGISTERED EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00
P.M. NEW YORK CITY TIME, ON THE EARLIER OF [ ], 2000 (UNLESS EXTENDED) OR
THE DATE ON WHICH 100% OF THE ORIGINAL NOTES ARE VALIDLY TENDERED AND NOT
WITHDRAWN (THE "EXPIRATION DATE"). TENDERED ORIGINAL NOTES MAY BE WITHDRAWN
AND CONSENTS MAY BE REVOKED AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE
OF THE REGISTERED EXCHANGE OFFER.
To:Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
ASAT (Finance) LLC, a Delaware limited liability company (the "Issuer"), is
offering, upon and subject to the terms and conditions set forth in the
Prospectus dated , 2000 (the "Prospectus") and the enclosed Letter of
Transmittal (the "Letter of Transmittal") to consent to the proposed amendment
to the indenture and to exchange (the "Exchange Offer") all its outstanding
12.5% Senior Notes Due 2006 (the "Original Notes") guaranteed by ASAT Holdings
Limited, ASAT Limited and its subsidiaries, (collectively, the "Guarantors"),
for the Issuer's 12.5% Senior Notes Due 2006 (the "Exchange Notes"), also
guaranteed by the Guarantors and registered under the Securities Act of 1933,
as amended. The Exchange Offer is being made in order to satisfy certain
obligations of the Issuer and the Guarantors under the Purchase Agreement
dated as of October 26, 1999 by and among the Issuer, the Guarantors and
Donaldson, Lufkin & Jenrette Securities Corporation and Chase Securities Inc.,
as initial purchasers (the "Initial Purchasers") of the Original Notes, and
the Registration Rights Agreement dated as of October 29, 1999 by and among
the Issuer, the Guarantors and the Initial Purchasers.
We are requesting that you contact your clients for whom you hold Original
Notes regarding the Exchange Offer and Consent Solicitation. For your
information and for forwarding to your clients for whom you hold Original
Notes registered in your name or in the name of your nominee, or who hold
Original Notes registered in their own names, we are enclosing the following
documents:
1. Prospectus dated , 2000;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer and
Consent Solicitation if certificates for Original Notes are not immediately
available or time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date (as defined below) or if the
procedure for book-entry transfer cannot be completed on a timely basis;
4. A form of letter which may be mailed to your clients for whose account you
hold Original Notes registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Exchange Offer,
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5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to The Chase Manhattan Bank, the Exchange Agent
for the Original Notes.
Your prompt action is requested. The Exchange Offer and Consent Solicitation
will expire at 5:00 p.m., New York City time, on , 2000, unless
extended by the Issuer and the Guarantors (the "Expiration Date"). Original
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Original Notes should be delivered to
the Exchange Agent, all in accordance with the Instructions set forth in the
Letter of Transmittal and the Prospectus.
If holders of Original Notes wish to tender, but it is impracticable for
them to forward their certificates for Original Notes prior to the expiration
of the Exchange Offer or to comply with the book-entry transfer procedures on
a timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures."
The Issuer will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred
by them in forwarding the Prospectus and the related documents to the
beneficial owners of Original Notes held by them as nominee or in a fiduciary
capacity. The Issuer will pay or cause to be paid all security transfer taxes
applicable to the exchange of Original Notes pursuant to the Exchange Offer,
except as set forth in the Instructions to the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer and Consent
Solicitation, or requests for additional copies of the enclosed materials,
should be directed to The Chase Manhattan Bank, the Exchange Agent for the
Original Notes, at its address and telephone number set forth on the front of
the Letter of Transmittal.
Very truly yours,
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ASAT (FINANCE) LLC
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE ISSUER, THE GUARANTORS OR THE EXCHANGE AGENT, OR AUTHORIZE
YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF
OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures.
