WPG acquire the issued and outstanding ordinary shares of WT Microelectronics Co., Ltd. by tender offer (Supplementary of 11/12 announcement)
2020-02-06
1.Name and nature of the subject matter (if preferred shares,
the terms and conditions of issuance shall also be indicated,
e.g.dividend yield):WT Microelectronics Co., Ltd. (”WT”)
2.Date of occurrence of the event:2020/02/06
3.Volume, unit price, and total monetary amount of the transaction:
Volume: 177,110,000 ordinary shares of WT
Unit price:NT$45.8
Total monetary amount:NT$8,111,638 thousand dollars
4.Counterparty to the trade and its relationship to the Company
(if the trading counterpart is a natural person and furthermore
is not an actual related party of the Company, the name of the
trading counterpart is not required to be disclosed):
Shareholders of WT accepting the offer
5.Where the counterpart to the trade is an actual related party,
a public announcement shall also be made of the reason for choosing
the related party as trading counterpart and the identity of the
previous owner (including its relationship with the company and the
trading counterpart), price of transfer, and date of acquisition:NA
6.Where a person who owned the property within the past five years
has been an actual related person of the company, a public
announcement shall also include the dates and prices of
acquisition and disposal by the related person and the
person’s relationship to the company at those times:NA
7.Matters related to the creditor's rights currently being disposed
of (including types of collateral of the disposed creditor's rights;
if the creditor's rights are creditor's rights toward a related
person, the name of the related person and the book amount of the
creditor's rights toward such related person currently being
disposed of must also be announced):NA
8.Anticipated profit or loss from the disposal (not applicable in
cases of acquisition of securities) (where originally deferred, the
status or recognition shall be stated and explained):NA
9.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract, and
other important stipulations:
Terms of delivery or payment: All conditions to the Tender Offer have
been fulfilled. The mandated institution, KGI Securities, was delegated
to perform payment of the tender offer consideration within 5 business
days (inclusive) after the expiration day of the extended tender offer
period.
Restrictive covenants in the contract: none
other important stipulations: none
10.The manner in which the current transaction was decided, the
reference basis for the decision on price, and the decision-making
department:
manner in which the current transaction was decided and the
decision-making department: decided by the board of directors
the reference basis for the decision on price: opinion on the
reasonableness of the tender offer consideration issued by an
independent CPA
11.Net worth per share of the underlying securities acquired
or disposed of:NT$39.81
12.Current cumulative volume, amount, and shareholding percentage
of holdings of the security being traded (including the current
trade) and status of any restriction of rights (e.g.pledges):
Current cumulative volume:177,110,000 shares
Current cumulative amount:NT$8,111,638 thousand dollars
Shareholding percentage:29.9%
Status of any restriction of rights:none
13.Current ratio of long or short term securities investment
(including the current trade) to the total assets and shareholder's
equity as shown in the most recent financial statement and the
operating capital as shown in the most recent financial statement:
Ratio of securities investment to the total assets:105.60%
Ratio of securities investment to the shareholder's equity:107.26%
Operating capital: NT$1,427,356,854 dollars
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
The Tender Offer is basically financial purpose oriented. WPG expects
WT to continue its stable business performance as it has demonstrated
to its investors, so as to receive steady financial returns and launch
opportunities for friendly dialogue with WT. WPG has no intention to
influence the operations of WT except for the protection of shareholder
rights and interests.
16.Do the directors have any objection to the present transaction?:No
17.Is it a related party transaction?:No
18.Date of the board of directors’resolution:NA
19.Date of the recognition of the supervisors
or the board of independent directors’resolution:NA
20.Has the CPA issued an opinion on the unreasonableness of the price
of the current transaction?:No
21.Name of the CPA firm:NA
22.Name of the certifying CPA:NA
23.The practice certificate number of the CPA:NA
24.Is it related to new business model?:No
25.Explanation of new business model:NA
26.Transactions with the counterparty for the past one year
and the next year:NA
27.Source of funds:
The total consideration required is NT$8,111,638 thousand dollars.
The sources of funds include WPG's own funds of NT$1,751,638 thousand
dollars, and the remaining NT$6,360,000 thousand dollars are from
loans granted by banks.
28.Any other matters that need to be specified:
The number of ordinary shares of WT was 590,335,811 shares as of the
extended tender offer period (i.e., January 30, 2020).
Basing on 1,101,057 ordinary shares transferred from the 6rd unsecured
convertible bond of WT during fourth quarter and alteration registration
has been completed on February 3, 2020, WPG shareholding percentage
shall be 29.9% of WT's total 591,436,868 ordinary