Re-announcement of changes to the conditions of the Tender Offer
2019-12-10
1.Date of the resolution:2019/12/10
2.Name of the public company whose securities are to be acquired:
WT Microelectronics Co., Ltd. (“WT”)
3.Type of securities to be acquired: Ordinary Shares
4.Volume of the securities to be acquired:
WPG Holdings Ltd. (“WPG” or the “Tender Offeror”) intends to acquire
177,110,000 shares of WT (the “Max Quantity of Shares”), representing
approximately 30.0% of the total issued shares thereof (i.e., 590,335,811
shares) as shown in the public registry system of the Department of
Commence of the Ministry of Economic Affairs (177,110,000/590,335,811
shares≒30.0%). However, if the quantity of effective tendered shares is
less than the Max Quantity of Shares but reaches the minimum acceptance
threshold of 29,516,800 shares of WT (the “Min Quantity of Shares”),
representing approximately 5.0% of the total issued shares thereof, the
condition on quantity will still be deemed fulfilled. When all conditions
of the Tender Offer are fulfilled and the Tender Offer is not suspended
under relevant laws, the Tender Offeror will acquire the tendered shares
of WT to the extent not exceeding the Max Quantity of Shares.
5.Price of the securities to be acquired:NT$45.8 per share in cash
6.Originally scheduled public tender offer period:November 13, 2019 to
December 12, 2019, every business day from 9am to 3:30pm (Taiwan time)
7.Extended public tender offer period:
including “FTC’s positive determination that merger filing is not
required for the Tender Offer” as an additional condition precedent of
the Tender Offer, and extending the tender offer period to January 30th,
2020
8.Reason for extending the public tender offer period:
WPG has sought legal advice from PricewaterhouseCoopers Legal, Lee and Li
and other relevant legal experts on whether filing with the Fair Trade
Commission (the “FTC”) would be required for its contemplated acquisition
of 30% shareholding in WT through the Tender Offer, and was advised that
such filing would not be necessary. However, despite of WPG’s reiteration
that merger filing should not be required, WT still requested the FTC to
launch an investigation against WPG. As such, WPG, with the intention to
(i) facilitate a smooth Tender Offer, (ii) address WT’s concern and
(iii) express WPG’s determination to be fully compliant, decided to request
the FTC to issue a clarification opinion (notwithstanding that WPG believes
that merger filing with the FTC should not be required) as authorized by its
board resolution on November 12th, 2019 and include the FTC’s positive
determination that merger filing is not required for the Tender Offer as an
additional condition precedent of the Tender Offer. Meanwhile, the tender
offer period is extended to January 30th, 2020, providing the FTC sufficient
time to express their view on the antitrust issues involved. Other terms and
conditions of the Tender Offer remain unchanged, and WPG also covenants to
protect the tendering shareholders’ rights and other legal entitlements.
The change to the tender offer conditions was announced on December 4th, 2019
under the “extension of the tender offer period” category and specified in
the Tender Offer Prospectus as amended on December 6th, 2019, and is hereby
re-announced under the “change to the tender offer conditions” category.
9.Any other matters that need to be specified:
After the extension of the tender offer period, the conditions precedent for
the Tender Offer are as follows:
(1) The quantity of effective tendered shares reached the Min Quantity of
Shares (i.e., 29,516,800 shares).
(2) The FTC’s positive determination that merger filing is not required for
the Tender Offer.
Conditional upon the fulfillment of the two conditions above, the Tender
Offeror will proceed with closing the Tender Offer and pay the tendering
shareholders the consideration of NT$45.8 per share.