1.Date of occurrence of the event:2020/01/15
2.Cause:The number of ordinary shares of WT Microelectronics Co., Ltd.
(TWSE:3036,“WT”) to be acquired via WPG's tender offer (the “Tender
Offer”) as of January 15, 2020 is 100,241,354, which has exceeded the
minimum quantity of shares to be acquired (i.e., 29,516,800 shares,
representing approximately 5.0% of WT's total 590,335,811 ordinary shares
issued as shown in the public registry system of the Department of Commence
of the Ministry of Economic Affairs last amended on August 19, 2019).
Further, according to the press release of the Fair Trade Commission (the
“FTC”) on January 15, 2020, the FTC has made a positive determination that
merger filing is not required for the Tender Offer in the commissioners'
meeting(no. 1471) held on the same day. As such, all conditions to the Tender
Offer have been fulfilled, and announcement is hereby made pursuant to
Subparagraph 2 of Paragraph 2 of Article 19 of the Regulations Governing
Tender Offers for Securities of Public Companies (the “Regulations”).
3.Countermeasures:WPG will proceed with the Tender Offer acquiring the
ordinary shares of WT until 3:30pm on January 30, 2020. Shareholders of WT
who wish to accept such offer should complete the tender process by bringing
their securities passbook and official seal to the securities brokerage firm
at which their accounts were initially opened. Should there be any question,
please contact KGI Securities at +886-2-2389-2999 or visit its website at
http://www.kgieworld.com.tw/.
4.Any other matters provided by the Securities and Futures Bureau,
Financial Supervisory Commission:
(1)According to Paragraph 4 of Article 19 of the Regulations, after the
fulfillment of the conditions of a tender offer, if the offeror does not
complete the payment of consideration within the timeframe specified in the
tender offer prospectus, the tenderer may terminate the contract at its sole
discretion without issuing any payment notice. The mandated institution
shall, unless an earlier time is specified in the tender offer prospectus,
return the securities deposited to the tenderer on the following business
day.
(2)According to Paragraph 6 of Article 19 of the Regulations, a tenderer
may not withdraw its acceptance after the offeror makes announcement in
accordance with Subparagraph 2 of Paragraph 2 of the same Article unless
otherwise permitted by law.
(3)The number of shares to be acquired via the Tender Offer has exceeded
the minimum quantity of shares to be acquired. Absence of provisional
remedies proceedings (such as provisional attachment or provisional
injunction), enforcement proceedings or other restriction on transfer making
the acceptance invalid and without suspension of the Tender Offer as
otherwise approved by competent authorities, the closing of the Tender Offer
will take place within the 5th business day (inclusive) after the expiration
of the extended tender offer period.