1.Name and nature of the subject matter (if preferred shares,
the terms and conditions of issuance shall also be indicated,
e.g.dividend yield):WT Microelectronics Co., Ltd. (”WT”)
2.Date of occurrence of the event:2019/11/13~2019/12/12
3.Volume, unit price, and total monetary amount of the transaction:
Volume:to acquire a maximum number of 177,110,000 ordinary shares of WT
(the minimum number of shares to be acquired is 29,516,800 shares, and the
condition of the tender offer will be deemed fulfilled once the number of
shares held by shareholders accepting the offer exceeds such minimum number,
even if it is less than the maximum number)
Unit price:NT$45.8
Total monetary amount:NT$8,111,638,000
4.Counterparty to the trade and its relationship to the Company
(if the trading counterpart is a natural person and furthermore
is not an actual related party of the Company, the name of the
trading counterpart is not required to be disclosed):
Shareholders of WT accepting the offer
5.Where the counterpart to the trade is an actual related party,
a public announcement shall also be made of the reason for choosing
the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the
trading counterpart), price of transfer, and date of acquisition:NA
6.Where a person who owned the property within the past five years
has been an actual related person of the company, a public
announcement shall also include the dates and prices of
acquisition and disposal by the related person and the
person’s relationship to the company at those times:NA
7.Matters related to the creditor's rights currently being disposed
of (including types of collateral of the disposed creditor's rights;
if the creditor's rights are creditor's rights toward a related
person, the name of the related person and the book amount of the
creditor's rights toward such related person currently being
disposed of must also be announced):NA
8.Anticipated profit or loss from the disposal (not applicable in
cases of acquisition of securities) (where originally deferred, the
status or recognition shall be stated and explained):NA
9.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract, and
other important stipulations:
Terms of delivery or payment: Upon the conditions of the tender offer are
met, the mandated institution, KGI Securities, will be delegated to
perform payment of the tender offer consideration within 5 business days
(inclusive) after the expiration day of the public tender offer period
(or the extended tender offer period, as the case may be).
Restrictive covenants in the contract: none
other important stipulations: none
10.The manner in which the current transaction was decided, the
reference basis for the decision on price, and the decision-making
department:
manner in which the current transaction was decided and the decision-making
department: decided by the board of directors
the reference basis for the decision on price: opinion on the reasonableness
of the tender offer consideration issued by an independent CPA
11.Net worth per share of the underlying securities acquired
or disposed of:
NT$38.64 (as shown in WT’s financial statements of the 2nd quarter in 2019)
12.Current cumulative volume, amount, and shareholding percentage
of holdings of the security being traded (including the current
trade) and status of any restriction of rights (e.g.pledges):
Current cumulative volume:177,110,000 shares(if acquire a maximum number)
Current cumulative amount:NT$8,111,638,000
Shareholding percentage:30%
Status of any restriction of rights:none
13.Current ratio of long or short term securities investment
(including the current trade) to the total assets and shareholder's
equity as shown in the most recent financial statement and the
operating capital as shown in the most recent financial statement:
Ratio of securities investment to the total assets:105.60%
Ratio of securities investment to the shareholder's equity:107.26%
Operating capital: NT$1,427,356,854 dollars
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
The Tender Offer is basically financial purpose oriented. WPG expects WT to
continue its stable business performance as it has demonstrated to its
investors, so as to receive steady financial returns and launch
opportunities for friendly dialogue with WT. WPG has no intention to
influence the operations of WT except for the protection of shareholder
rights and interests.
16.Do the directors have any objection to the present transaction?:No
17.Is it a related party transaction?:No
18.Date of the board of directors’resolution:NA
19.Date of the recognition of the supervisors
or the board of independent directors’resolution:NA
20.Has the CPA issued an opinion on the unreasonableness of the price
of the current transaction?:No
21.Name of the CPA firm:NA
22.Name of the certifying CPA:NA
23.The practice certificate number of the CPA:NA
24.Any other matters that need to be specified:None