WPG Proposes to Conduct Public Tender Offer for Shares of T3EX Global Holdings
2020-05-28
1.Type of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Public Tender Offer
2.Date of occurrence of the event:2020/05/28
3.Names of companies participating in the merger (e.g.name of the
other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company
whose shares are taken assignment of): Public tender offer to acquire five
to twenty percent (5%~20%) of the issued and outstanding ordinary shares of
T3EX Global Holdings (“T3EX”, TWSE: 2636).
4.Counterparty (e.g.name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of shares):
Shareholders of T3EX who tender shares upon the commencement of the tender
offer
5.Relationship between the counterparty and the Company (investee
company in which the Company has re-invested and has shareholding
of XX%), and explanation of the reasons for the decision to acquire,
or take assignment of the shares of, an affiliated enterprise or
related person, and whether it will affect shareholders' equity:
If a related party of the Company participates in the tender offer, the
company must not refuse or exclude it according to law. Therefore, the
transaction counterparty may be a related party.
6.Purpose/objective of the merger/acquisitionation: To implement digital
transformation. We aim to promote smart business manufacturing logistics
and create innovative role of Logistic as a Service (LaaS) by transforming
information flow and logistics flow to Logistic as a Service platform.
7.Anticipated benefits of the merger/acquisition:
To expand scale of current core supply chain business, advance current
supply chain management, warehouse management and logistics in Asia Pacific,
and thus provide customers complete and speedy warehouse management and
logistics service. We wish to create more value for the industry and
shareholders’ equity.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
After the completion of the tender offer, if the comprehensive effect can
be brought into full play, it should have positive benefits for the
Company's future book value and earnings per share.
9.Share exchange ratio and basis of its calculation:
(1) Exchange Ratio: Not applicable.
Tender offer price is 28 New Taiwan Dollars per share (T3EX has approved
cash dividend of NT$1.3 per share at the annual shareholders meeting on
May 27th, 2020. If the settlement date of this tender offer is later than
T3EX book closure ending date for dividend, tender offer price per share
will be adjusted accordingly).
(2) Calculation Basis:
The tender offer consideration is determined after considering and
analyzing the quantitative financial data and market objective data, and
also taking into account the premium rate in the tender offer cases. The
Company has also engaged an independent expert to issue fairness opinions
on the tender offer consideration.
10.Do the CPA, lawyer or underwriter issue an unreasonable opinion?:
Not Applicable
11.Name of the CPA firm, law firm or underwriter’s company:Crowe (TW) CPAs
12.Name of the CPA or lawyer:Chiu, Chi-Sheng
13.The practice certificate number of the CPA or lawyer:
Reference No. Jin-Guan-Zheng-Shen-Zi-10200032833
14.Scheduled timetable for consummation:The Company will file to commence
tender offer with the Financial Supervisory Commission of R.O.C. within 10
days upon receiving guiding opinion of declaration of concentration not
required, or concentration not prohibited with no restrictive condition
from Anti-Monopoly Bureau of State Administration for Market Regulation of
People’s Republic of China (SAMR) (“approval from SAMR”). If the tender
offeror does not receive the approval from SAMR by September 30th, 2020,
WPG may choose not to proceed with this tender offer.
15.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:Not Applicable
16.Basic information of companies participating in the merger:Not Applicable
17.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumesof the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any,
in capital of the split company) (note: not applicable other
than where there is announcementof a spin-off):Not Applicable
18.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None
19.Other important stipulations:None
20.Do the directors have any objection to the present transaction?:No
21.Is it related to new business model?:No
22.Explanation of new business model:Not Applicable
23.Transactions with the counterparty for the past one year
and the next year:Not Applicable
24.Source of funds:Cash on hand
25.Any other matters that need to be specified:
1.This announcement does not constitute an offer to purchase, or material
document related to the tender offer. Investors should be aware that this
tender offer has not commenced. Period of the tender offer and other
related matters are subject to the Public Tender Offer Prospectus and
other related documents filed by the Company.
2.In order to proceed with this tender offer, it is proposed that the board
of directors authorize the chairman and representative appointed by
chairman to handle all necessary procedures in relation to this tender offer
and to take necessary actions in representation of the Company, including,
but not limited to, preparation, negotiation, execution and delivery of all
relevant documents and agreements, submission of relevant applications or
filings to Anti-Monopoly Bureau of State Administration for Market Regulation
of People’s Republic of China, and competent authorities, if this tender
offer is in need of amendment due to the instruction of the competent
authorities, market conditions, changes of the objective environment,
insufficient time to obtain the approval, permission or effective filing from
the competent authorities, or any other justifiable reason, extension of the
period; and to handle all relevant matters with full authority.