Investor Relations

WPG Holdings Limited Commences a Cash Tender Offer for Genuine C&C INC.


1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
 ,acquisition, or receiving assignment of shares):Tender Offer
2.Date of occurrence of the event:2015/03/02
3.Names of companies participating in the merger ( of the
  other company participating in the merger or consolidation, newly
  established company in a spin-off, acquired company, or company
  whose shares are taken assignment of):Genuine C&C INC.
4.Counterparty ( of the other company participating in
  the merger or consolidation, company taking assignment of the
  spin-off, or counterparty to the acquisition or assignment of shares):
All common shareholders of Genuine C&C INC. who tender their shares.
5.Relationship between the counterparty and the Company (investee
  company in which the Company has re-invested and has shareholding
  of XX%), and explanation of the reasons for the decision to acquire,
  or take assignment of the shares of, an affiliated enterprise or
  related person, and whether it will affect shareholders' equity:
The transaction is conducted via a cash tender offer and the consideration
is equal to all the shareholders. If related parties of the Company tendering
the shares, the Company cannot reject or exclude by law, and therefore the
counter party may be related parties.
6.Purpose/objective of the merger/acquisitionation:
Through vertical integrating and the combination of company resources,
human resources, technique, B2B ecommerce platform and combination benefits
to improve both competitiveness
7.Anticipated benefits of the merger/acquisition:
By utilizing Genuine B2B e-commerce platform and ICT distribution channels in
China; meanwhile, delivering WPG experience in industrial to improve both
8.Effect of the merger or consolidation on net worth per share and
  earnings per share:
Upon the conditions of the tender offer is met, Net book value per share and
EPS will benefit from the synergistic effect.
9.Share exchange ratio and basis of its calculation:
I.Share exchange ratio:N/A.
The Consideration is in cash of NT$14.5 per share.
II.Calculation Basis: Based on the financial and market data, analyzing
data by Market Value Method and Price to Book Value Ratio Approach.
Having a better understanding of Genuine performance and developing trend.
The Company also retained an independent advisor to issue a fairness opinion
to the tender offer price.
10.Scheduled timetable for consummation:
The tender offer period starts from March 3, 2015(”TO Starting Date”) to
April 8, 2015(”TO Ending Date”). However the tender offeror may report to
the FSC and make a public announcement of an extension of the public tender
offer period according to the relevant regulations and such extension shall
not exceed 30 days. Time to accept tender is every business day from 9:00AM
to 3:30PM during the tender offer period. Upon the conditions of the tender
offer is met, the target settlement date of the tender offer is the 5th
business day after the close of the tender offer.
11.Matters related to assumption by the existing company or new
   company of rights and obligations of the extinguished (or spun-off)
12.Basic information of companies participating in the merger:N/A
13.Matters related to the spin-off (including estimated value of
   the business and assets planned to be assigned to the existing
   company or new company; the total number and the types and
   volumesof the shares to be acquired by the split company or
   its shareholders; matters related to the reduction, if any,
   in capital of the split company) (note: not applicable other
   than where there is announcementof a spin-off):N/A
14.Conditions and restrictions on future transfers of shares
   resulting from the merger or acquisition:N/A
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:No