1.Date of receipt of resolution:2015/04/08
2.Name of the public companies whose securities were
originally to be acquired:WPG Holdings Limited
3.Location of the company of the public tender offeror:
10F, 97 Tun Hua S.Rd., Sec.2, Taipei 106, Taiwan, R.O.C.
4.Name of the public company whose securities are to be acquired:
Genuine C&C Inc.(”Genuine”)
5.Type of securities that were originally to be acquired:Common shares
6.Scheduled period of the public tender offer:
From March 3, 2015 to April 8, 2015.
7.If the tender offer purchase is conditioned upon that
the shares number to be sold has reached the projected shares
number to be acquired, the description of whether such
condition has been satisfied:
All the conditions to the closing of said tender offer have been satisfied.
The Company made a tender offer of the common shares of Genuine. As of April
8, 2015, the number of the tendered shares have reached 35,175,221 shares,
exceeding the proposed minimum number of 7,956,945 shares (accounting for 10%
of Genuine's total issued shares as of March 2, 2015); and according to the
press release published on the official website of the Taiwan Fair Trade
Commission on April 8, 2015, the Taiwan Fair Trade Commission has resolved
that the combination of the Company and Genuine through said tender offer is
not prohibited.. Then, all the conditions to the closing of said tender offer
have been satisfied.
The Company has made announcement on the MOPS on April 8, 2015, with regard
to the satisfaction of all the conditions to the closing of said tender offer
pursuant to Paragraph 1, Article 19 of the Regulations Governing Public
Tender Offers for Securities of Public Companies, as well as reported to
Securities and Futures Bureau (”SFB”) on April 8, 2015.
8.The number of the securities to be sold and the actual number sold:
(1)Number of tendered shares: 35,175,221 shares
(2)Number of shares to be purchased: 35,175,221 shares
9.The time, manner and place for payment of the purchase consideration:
(1)Time: Within 5 business days after the expiration of the Tender Offer
Period, i.e., on or prior to April 15, 2015, the settlement of the tender
offer will take place.
(2)Manner and Place: The cash consideration, after deducting applicable taxes
, fees and expenses, will be remitted to each seller’s bank account
registered with Taiwan Depository and Clearing Corporation (”TDCC”) or such
bank account as specified by a seller. If the remittance fails due to the
account information is incorrect or for any other reason, KGI Securities Co.
Ltd. will forward the cash consideration by issuing a non-negotiable check
and mail the check to such address of a seller concerned as registered with
TDCC or specified by the seller.
The amount to be remitted to each seller will be calculated by the cash
consideration (i.e., NT$14.50 per share) he/she/it is entitled to, minus
applicable securities transaction tax, TDCC fees, securities broker’s fees,
bank remittance fees or postage and other fees and expenses reasonably
incurred for the payment of the case consideration, and rounded to the
nearest NT dollar.
10.The delivery time, manner, and place for the transacted securities:
(1)Time:Within 5 business days after the expiration of the Tender Offer
Period, i.e., on or prior to April 15, 2015.
(2)Manner and Place: KGI Securities will transfer the shares tendered and
deposited with the “KGI Securities Co. Ltd. Tender Offer Special Account”
(Account No. 92030596008) to the Offeror’s central depository account.
11.Any other matters that need to be specified:None