1.Date of filing reporting of the public tender offer:2019/11/13
2.Company name of the public tender offeror:
WPG Holdings Limited (the ”Tender Offeror”)
3.Location of the company of the public tender offeror:
8F., No.489, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City
4.Business Registration Certificate number of the public tender offeror:
27928328
5.Name of the public company whose securities are to be acquired:
WT Microelectronics Co., Ltd. (”WT”)
6.Type of securities to be acquired:Ordinary Shares
7.Volume of the securities to be acquired:
177,110,000 shares (anticipated maximum number of shares to be acquired)
8.Expected price of the securities to be acquired:NT$45.8 per share
9.Scheduled period of the public tender offer:
Begin on November 13, 2019 and end on December 12, 2019(Taiwan time), time
to accept tender is every business day from 9:00AM to 3:30PM during the
tender offer period. The Company may report to the FSC in accordance with
applicable laws and make a public announcement of an extension of the
public tender offer period for a period of not exceeding 50 days.
10.Purpose of the public tender offer:
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 to 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.
11.Conditions of the public tender offer:
(1)Tender Offer Period：
Begin on November 13, 2019 (”Commencement Date of Tender Offer Period”)
and end on December 12, 2019 (”Expiration Date of the Tender Offer
Period”) (Taiwan time). Time to accept tender is every business day from
9:00AM to 3:30PM during the tender offer period. The Company may report
to the FSC in accordance with applicable laws and make a public
announcement of an extension of the public tender offer period for a
period of not exceeding 50 days.
(2)Maximum and minimum number of shares to be acquired:
The Tender Offeror intends to acquire 177,110,000 shares (the ”Max Quantity
of Shares”), representing around 30.0% of the total issued shares of WT
(177,110,000/590,335,811 shares≒30.0%). The number of total issued shares
is 590,335,811 shares (”total issued shares”), as recorded by the Department
of Commence, MOEA on August 19, 2019. However, if the number of effective
tendered shares does not reach the Max Quantity of Shares but reaches the
minimum acceptance threshold of 29,516,800 shares (the ”Minimum Quantity of
Shares”), representing around 5.0% of the total issued shares of WT, the
conditions of the tender offer will be deemed fulfilled.
When all conditions of the tender offer are fulfilled (the number of
effective tendered shares reaches the Minimum Quantity of Shares) and the
Tender Offeror does not suspend the tender offer under the relevant laws,
the Tender Offeror will acquire the shares of WT to the extent not exceeding
the Max Quantity of Shares.
Once the number of effective tendered shares exceeds the Max Quantity of
Shares, the Tender Offeror will acquire the shares on a pro rata basis.
(3)The consideration of tender offer:
The consideration of tender offer is NT$45.8 per share in cash. Offerees
shall be responsible for their own securities transaction tax, income tax
(if any), handling charge of TDCC and securities brokers, bank charges,
postage fees, other necessary and reasonable fees related to the payment of
consideration.
If there are any additional fees to be borne by the offerees, the Tender
Offeror and the mandated institution will make a public announcement
according to the laws. The amount paid by the Tender Offeror will be the
purchase price after deducting the abovementioned expenses except for for
income tax and will be rounding down to the nearest dollar.
(4)Tender offer consideration settlement date:
Upon the conditions of the tender offer are met, 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).
(5)Other FSC or other regulatory approval or filing required for the
Tender Offer:
The tender offer shall not be made until after a filing has been made
with the FSC and a public announcement made in accordance with the
Article 43-1, Paragraph 2 of the Securities Exchange Law and Article 7,
Paragraph 1 of the Regulations Governing Public Tender Offers for
Securities of Public Companies. The Tender Offeror made the announcement
on November 12, 2019, and the relevant documentation will be filed with
FSC on November 13, 2019.
(6)After the conditions of the tender offer have been achieved, the Tender
Offerees may not revoke their acceptance after the Tender Offeror has made
a public announcement, except under any of the circumstances specified in
Article 19, Paragraph 6 of the Regulations Governing Public Tender
Offers for Securities of Public Companies.
(7)Please refer to the tender offer prospectus for other detailed conditions
of the tender offer.
Webpage to inquire tender offer prospectus：
(a)MOPS:https://mops.twse.com.tw/mops/web/t162sb01
(b)KGI Securities Co., Ltd.:http://www.kgieworld.com.tw
12.Name of the appointed institution:KGI Securities Co., Ltd.
13.Location of the appointed institution:
No.700, Mingshui Rd., Zhongshan Dist., Taipei City
14.Any stipulation that securities will continue to be purchased
even after the number of acquired offeree securities has reached
a certain predetermined volume or percentage, or any other
purchase conditions:
The Tender Offeror intends to acquire 177,110,000 shares (the ”
Max Quantity of Shares”), representing around 30.0% of the total issued
shares of WT (177,110,000/590,335,811 shares≒30.0%). The number of total
issued shares is 590,335,811 shares(”total issued shares”), as recorded
by the Department of Commence, MOEA on August 19, 2019. However, if the
number of effective tendered shares does not reach the Max Quantity of
Shares but reaches the minimum acceptance threshold of 29,516,800 shares
(the ”Minimum Quantity of Shares”), representing around 5.0% of the total
issued shares of WT, the conditions of the tender offer will be deemed
fulfilled.
When all conditions of the tender offer are fulfilled (the number of
effective tendered shares reaches the Minimum Quantity of Shares) and the
Tender Offeror does not suspend the tender offer under the relevant laws,
the Tender Offeror will acquire the shares of WT to the extent not
exceeding the Maximum Quantity of Shares.
Once the number of effective tendered shares exceeds the Minimum Quantity
of Shares, the Tender Offeror will acquire the shares on a pro rata basis.
15.Manner of handling situation when the number of acquired
offeree securities falls short of, or exceeds, a predetermined
purchase
volume:
(1)If the Minimum Quantity of Shares is not met in this tender offer
or the relevant regulatory approval or effective filing is not
obtained, the tender offer will be cancelled, and KGI Securities
will return the unpurchased shares to the tendering shareholders’
TDCC account from KGI Securities' Tender Offer Special TDCC
Account (Account Number：(9203059600-8).
(2)The Tender Offeror intends to acquire 177,110,000 shares (the ”Maximum
Quantity of Shares”), representing around 30.0% of the total issued
shares of WT (177,110,000/590,335,811 shares≒30.0%). The number of total
issued shares is 590,335,811 shares(”total issued shares”), as recorded
by the Department of Commence, MOEA on August 19, 2019. However, if the
number of effective tendered shares does not reach the Maximum Quantity
of Shares but reaches the minimum acceptance threshold 29,516,800 shares
(the ”Minimum Quantity of Shares”), representing around 5.0% of the total
issued shares of WT, the conditions of the tender offer will be deemed
fulfilled.
When all conditions of the tender offer are fulfilled (the number of
effective tendered shares reaches the Minimum Quantity of Shares) and
the Tender Offeror does not suspend the tender offer under the relevant
laws, the Tender Offeror will acquire the shares of WT to the extent not
exceeding the Maximum Quantity of Shares.
Once the number of effective tendered shares exceeds the Maximum Quantity
of Shares, the Tender Offeror will acquire the shares on a pro rata basis.
Please refer to the tender offer prospectus for other details.
16.Does the matter involve the Ministry of Economic Affairs’
Investment Commission? (applicable when overseas Chinese or
foreign nationals purchase securities offered by a public
company from the Republic
of China; if so, please specify one of the following
concerning the case:
“submitted, not yet approved” or “approved”):None
17.Does the matter involve the Fair
Trade Commission (enterprise combination; if so, please
specify one of the following concerning the case:
“submitted, not yet approved” or “approved”):No
18.The public tender offer application letter is
examined and issued legal opinion by attorney.If the
public tender offer must be approved by or
reported to other competent authorities before it can
take effect, has an attorney reviewed the reporting
documents and attached a legal opinion that carries
legal weight?（Please disclose the context of legal
opinion in the column of “any other matters that need to be
specified by the SFB”.）:
The application has been reviewed by legal counsel Eric Tsai and
Yuan-Yao Chung who has also issued a legal opinion..
19.Evidence of the ability to carry out the public tender
offer payment:
The Tender Offeror has followed the written instruction to
deposit the aggregate tender offer consideration by wire transfer
into the designated segregated account.
Written confirmation that the Tender Offeror has the ability to
perform the obligation of making payment of the tender offer
consideration has been issued by CPA Ming-yang Lai of WeTec
International CPAs.
20.Where the aforementioned funds have been obtained
via loan, provide a document with the details of the
loan, any evidentiary documents, and the repayment
schedule:
The total consideration required is NT$8,111,638 thousand dollars.
The sources of funds include WPG's own funds of NT$1,751,638 thousand
dollars, and the remaining NT$6,360,000 thousand dollars are from
loans granted by banks.
Lendors:
Lending Institution Amount (NT$K)
Chang Hwa Commercial Bank 2,000,000
Bank of Taiwan 500,000
Land Bank of Taiwan 800,000
E.Sun Commercial Bank 200,000
Grand Bills 100,000
China Bills 200,000
CTBC 100,000
Mega Bills 200,000
MUFG 60,000
KGI Bank 300,000
Bank SinoPac 300,000
Mizuho Bank 1,400,000
Mega Bank 200,000
Total 6,360,000
21.Where the public tender offer entails purchase through
the pledge of negotiable securities pursuant to the
provisions of the Regulations Governing Tender Offers
for Purchase of the Securities of a Public Company,
provide the names and types of said securities, their
average prices for the previous three months, and the
closing prices, time of acquisition, cost of acquisition
on the day prior to filing of the report, the factors
affecting calculation of the price, and factors affecting
determination of the price:NA
22.Information about interests-relating directors in the public tender offer
(including name of natural person directors、legal person directors and its
representatives、details about interest relationship between directors and
the public tender offer、the reasons that participate or not participate in
discussion、details of withdraw from discussion、reasons of approval or
opposition to merger resolution):N/A
23.Any other matters that need to be specified by the SFB:
Please refer to the tender offer prospectus.