Investor Relations

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

 2015-03-02

1.Date of filing reporting of the public tender offer:2015/03/02
2.Company name of the public tender offeror:WPG Holdings Limited
3.Location of the company of the public tender offeror:
10F., No.97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City, Taiwan(R.O.C.)
4.Business Registration Certificate number of the public tender offeror:
27928328
5.Name of the public company whose securities are to be acquired:
Genuine C&C INC.
6.Type of securities to be acquired:Common shares
7.Volume of the securities to be acquired:39,784,725 shares(”Planned
Maximum Amount”)
8.Expected price of the securities to be acquired:NT$14.5
9.Scheduled period of the public tender offer:
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.
10.Purpose of the public tender offer:
Through vertical integrating and the combination of company resources,
human resources, technique, B2B ecommerce platform and combination benefits
to improve both competitiveness
11.Conditions of the public tender offer:
I.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.
Accept tender is every business day from 9:00AM to 3:30PM during the tender
offer period.
II.The planned maximum and minimum number of shares:
The tender offer seeks to acquire 39,784,725 shares, representing
approximately 50% of the total Genuine C&C INC. shares.
The Tender Offer will complete if the minimum acquired amount 7,956,945
shares is satisfied  (representing approximately 10% of the total Genuine
C&C INC. shares).
Upon the tendor offer conditions are satisfied and require regulatory
approvals, the company will purchase 50% Target shares the most,if the
percentage of total number of tendered shares exceeds 50%, the shares will
be purchased on a pro-rata basis.
III.The consideration of tender offer:
Cash consideration of NT$14.5 per share. Offerees shall bear securities
transaction tax, wire transfer fees, or check postage fees, and other
processing fees. If there is any additional fees to be born by the offerees,
the render offeror will make announcement according to the laws.
IV.Tender offer consideration settlement date:
Upon the conditions of the tender offer is met, the settlement date of the
tender offer is the 5th business day after the ending date of the tender
offer.
VI.Other FSC or other regulator approval or filing required for this tender
offer:
(I)According to the Securities Transaction Law Article and Regulations
Governing Public Tender Offers for Securities of Public Companies, the
announcement and the filings to SFB is required. The company has announced
and the filed to SFB on March, 3, 2015.
(II)The company seeks to acquire 39,784,725 shares, add with the shares held
through WPI Group, which has exceeded one-third of Genuine C&C INC. total
shares. This condition meet the definition of merger used in this law.
This case has been submitted to Fair Trade Commission on March 2, 2015
for approval. As of the date of filing of the tender offer (March 2, 2015),
the approval has not been prohibited by Fair Trade Commission.
VI.Once the Public Tender Offer's conditions have been satisfied, tendering
shareholders cannot withdraw their participation.
VII.Other tender offer conditions please refer to the tender offer
prospectus.
Website for inquiring tender offer prospectus:
(I)TWSE:http://mops.twse.com.tw/mops/web/t162sb01
(II)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:
3F., No.700, Mingshui Rd., Zhongshan Dist.,Taipei City, Taiwan (R.O.C.)
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 offer seeks to acquire 39,784,725 shares, representing
approximately 50% of the total Genuine C&C INC. shares.
The Tender Offer will complete if the minimum acquired amount 7,956,945
shares is satisfied  (representing approximately 10% of the total Genuine
C&C INC. shares).
15.Manner of handling situation when the number of acquired
offeree securities falls short of, or exceeds, a predetermined
purchase
volume:
I.If the minimum acquired amount is not satisfied or required regulatory
approvals are not obtained, the tender offer will be unsuccessful and
will be withdrawn.
KGI Securities Co., Ltd. will return the tendered shares from the ”KGI
Securities Co., Ltd. Public Tender Offer Account” (Account number:
(9203)059600-8)
II.If the percentage of total number of tendered shares exceeds 50%, the
shares that exceed 50% will be returned on a pro-rata basis.
If the tendered shares are less than 1,000 shares(including 1,000 shares),
all of tendered shares will be purchased.If the tendered shares are more
than 1,000 shares, the offeror promises to buy 1,000 shares. The rest of
the tendered shares will be purchased on a pro-rata basis in multiples of
1,000 shares.
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”):N/A
17.Does the matter involve the Executive Yuan’s Fair
Trade Commission (enterprise combination; if so, please
 specify one of the following concerning the case:
“submitted, not yet approved” or “approved”):
This case has been submitted to Fair Trade Commission on March 2, 2015
for approval. As of the date of filing of the tender offer (March 2, 2015),
the approval has not been prohibited by Fair Trade Commission.
18.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? Is it clearly stated that the offeror
shall be liable for damages to the offeree in the event
another competent authority does not approve the public
tender offer, suspends its validity, or voids its approval?
Where the public tender offer entails cash purchase, provide
a document explaining the origin of the funds, and any
evidentiary documents(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 the attorney who has issued
legal opinion.
19.Where the public tender offer entails cash purchase,
provide a document explaining the origin of the funds,
 and any evidentiary documents:
The consideration of the tender offer is NT$14.5 per share, and the total
transaction amount is NT$576.879 million.
The Origin of the funds is working capital of the company.
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:N/A
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:N/A
22.Any other matters that need to be specified by the SFB:
Other tender offer conditions please refer to the tender offer prospectus.
Legal opinion please refer to TWSE website.