1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Public Tender Offer
2.Date of occurrence of the event:2025/04/29
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger, newly established company
in a spin-off, acquired company, or company whose shares are transferred):
Fortune Information Systems Corp. (hereinafter referred to as “FIS” or
the “Target Company”)
4.Trading counterparty (e.g., name of the other company participating in the
merger, company spinning off, or trading counterparty to the acquisition or
share transfer):FIS’s shareholders participating in the tender offer
5.Whether the counterparty of the current transaction is a related party:No
6.Relationship between the trading counterparty and the Company (investee
company in which the Company has re-invested and has shareholding of XX%),
explanation of the reasons for the decision to acquire from or transfer
shares to an affiliated enterprise or related party, and whether it will
affect shareholders’ equity:
If any related parties of the Company participate in the tender offer, the
company is legally obliged not to refuse or exclude them. Therefore, the
counterparty of the tender offer may be a related party of the company.
However, since the tender offer price and conditions are the same for all
shareholders, it does not affect the rights and interests of the
shareholders.
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
(1)The purpose of the tender offer：This acquisition mainly aims to increase
strategic alliance partners to extend the scope of services in the
information and communication supply chain, hoping to create synergy and
bring positive benefits to the financial, business, and shareholder
interests of both companies.
(2)The consideration of the tender offer：The tender offer consideration is
at the price of NTD 25 per share in cash.
(3)The payment date of the tender offer：The payment of the tender offer
consideration was made on April 29, 2025.
8.Anticipated benefits of the merger and acquisition:
FIS is a leading provider of comprehensive information integration services,
committed to meeting the diverse needs of customers across various
industries. The Company has been deeply involved in the semiconductor
industry chain for a long time, committed to providing customers with the
highest quality supply chain management services. This acquisition mainly
aims to increase strategic alliance partners to extend the scope of services
in the information and communication supply chain, hoping to create synergy
and bring positive benefits to the financial, business, and shareholder
interests of both companies.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Through the acquisition, the Company hopes to create synergy and bring
positive benefits to the financial, business, and shareholder interests of
both companies.
10.Types of consideration for mergers and acquisitions
and sources of funds:
The tender offer consideration is made of cash.
The source of fund for the tender offer is from the Company’s self-fund.
11.Share exchange ratio and calculation assumptions:
1.Share Swap ratio：Not applicable
2.Calculation basis：Not applicable
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:Not applicable
13.Name of accounting, law or securities firm:Crowe (TW) CPAs
14.Name of CPA or lawyer:CPA Chiu, Chi-Sheng
15.Practice certificate number of the CPA:
Reference No. Jin-Guan-Zheng-Shen-Zi-10200032833
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:
1.After considering quantifiable financial figures and objective market
data, CPA Chiu Chi-Sheng of Crowe (TW) CPAs used the market price method
and the comparable company method with the PE ratio method, and calculated
with a premium rate for non-quantifiable adjustments. The evaluation result
shows that the reasonable price range for FIS’s common stock falls between
NT$24.05 and NT$36.37 per share. The tender offer intends to offer NT$25 per
share in cash for the tender offer of FIS's common shares, which falls
within the aforementioned evaluated price range and should be considered
reasonable.
2.After considering the product categories and information from FIS’s
annual report, the companies selected as comparable companies include
Systex, Syscom, STARK, JETWELL, TSTI, DDSC, and ARES. The market price
method and the comparable company method with the P/E ratio method were
used as the basis for evaluating the equity value of FIS.
Please refer to Appendix II of the Tender Offer Prospectus - Independent
Expert's Fairness Opinion for Tender Offer Consideration.
3.Not applicable
4.Not applicable
17.Estimated date of completion:
The tender offer period expired on April 23, 2025, and the payment for the
tender offer consideration was made and the closing was completed on
April 29, 2025. The number of FIS’s ordinary shares acquired by the
Company via this tender offer is 33,348,481 shares (representing
approximately 47.67% of FIS’s total 69,961,249 ordinary shares issued as
shown in the public registry system of the Administration of Commerce of
the Ministry of Economic Affairs last amended on August 8, 2024).
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:Not applicable
19.Basic information of companies participating in the merger:Not applicable
20.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to the
existing company or new
company.The total number of shares to be acquired by the spun-off company
or its shareholders, and their respective types and no.Matters related to
the reduction, if any, in capital of the spun-off company)(note: not
applicable for announcements unrelated to spin-offs):Not applicable
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:No
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
(1)Upon successful completion of the tender offer, FIS will maintain its
listed status and continue to operate with the existing team. The Company
is committed to supporting FIS’s growth by enhancing and expanding its
core product lines, developing strategic business initiatives, and pursuing
large-scale projects while expanding external strategic alliances to drive
continuous growth. In addition, it plans to strengthen corporate governance
and talent development strategies, and consider introducing employee
incentive mechanisms to enhance employee participation and corporate
cohesion, aiming to retain and develop talent, creating a win-win
development model for employees and shareholders, and realizing the
long-term enhancement of corporate value.
(2)According to the Company’s current knowledge and expectations, there
are no significant matters affecting the rights and interests of Target
Company’s shareholders.
23.Other important terms and conditions:No
24.Other major matters related to the mergers and acquisitions:No
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:Not applicable
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:Not applicable
29.Details on transactions with the counterparty for the past year
and the expected coming year:
Past one year：No
Next one year：There are currently no specific plans.
30.Source of funds:The Company’s self-fund
31.Any other matters that need to be specified:None