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 (e.g.name 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 (e.g.name 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 competitiveness. 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) company::N/A 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