1.Date of occurrence of the event:2025/04/14
2.Cause:
WPG Holdings Limited (“WPG” or the “Tender Offeror”) has initiated a
tender offer to acquire ordinary shares of Fortune Information Systems Corp.
(TWSE: 2468, “FIS”) (the “Tender Offer”). As all conditions to the
Tender Offer have been fulfilled, 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”).
(1)The number of ordinary shares of FIS tendered via the Tender Offer, as
of April 14, 2025 is 33,340,281 shares, which has reached the minimum
quantity of shares to be acquired (i.e., 33,340,281 shares, representing
approximately 47.66% of FIS's total 69,961,249 ordinary shares issued as
shown in the public registry system of the Department of Commerce of the
Ministry of Economic Affairs last amended on August 8, 2024).
(2)The Tender Offeror has obtained the Letter Kung-Chih-Tzu No. 1141360131
dated April 11, 2025 from the Fair Trade Commission (the “FTC”) on
April 14, 2025, pursuant to which the FTC does not prohibit the merger of
the Tender Offeror and FIS.
As such, all conditions to the Tender Offer have been fulfilled.
3.Countermeasures:
WPG will proceed with the Tender Offer to acquire ordinary shares of FIS
until 3:30pm on April 23, 2025. Shareholders of FIS who intend to
participate in the Tender Offer may adopt any of the following 3 methods
(i.e., in-person application, telephone application, and electronic (online)
application) to apply with securities brokerage firms or custodial banks
for participating in the Tender Offer and depositing securities. For the
tendering acceptance times, procedures, and relevant notes for each method,
please refer to the Tender Offer Prospectus. Should there be any question,
please contact KGI Securities at +886-2-2389-2999.
4.Any other matters stipulated by the SFB:
(1)According to Paragraph 4 of Article 19 of the Regulations, after the
fulfillment of the conditions to 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)As all conditions to the Tender Offer have been fulfilled, under the
circumstance that the tendering shares are not subject to 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 Tender Offer period (or the extended period, if applicable).