The Board of Directors has resolved to acquire issued and outstanding ordinary shares of T3EX Global Holdings through public tender offer
2020-06-18
1.Date of filing reporting of the public tender offer:2020/06/18
2.Company name of the public tender offeror:
WPG Holdings Limited (“The Company” or “Tender Offeror”)
3.Location of the company of the public tender offeror:
8F., No.489, Sec. 2, Tiding Blvd., Neihu Dist., Taipei City
4.Business Registration Certificate number of the public tender offeror:
27928328
5.Name of the public company whose securities are to be acquired:
T3EX Global Holdings (“T3EX” or “Target Company”)
6.Type of securities to be acquired:Ordinary Shares
7.Volume of the securities to be acquired:
23,432,000 Shares (Maximum Number of Shares to be Acquired)
8.Expected price of the securities to be acquired: NT$28 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. After adjustment, tender offer
price is 28 New Taiwan Dollars minus T3EX actual distributed cash dividend
per share, rounded to one decimal place.)
9.Scheduled period of the public tender offer: The Public Tender Offer
begins at 9:00AM on June 19th, 2020 (Taiwan time) (“Tender Offer Begin
Date”) and ends at 3:30PM on July 8th, 2020 (Taiwan time) (“Tender Offer
End Date”). The Company may report to the FSC and announce public tender
offer period extension for not more than 50 days.
10.Purpose of the public tender offer:
Tender Offeror expects to receive steady financial return and improve
return on shareholders’ equity. In the long term, there may be strategic
synergy to further promote digital transformation and advance supply chain
business, depending on company strategy and development. We wish to create
more value for the industry and shareholders’ equity.
11.Conditions of the public tender offer:
(1) Tender Offer Period:
The Public Tender Offer begins at 9:00AM on June 19th, 2020 (Taiwan time)
(“Tender Offer Begin Date”) and ends at 3:30PM on July 8th, 2020
(Taiwan time) (“Tender Offer End Date”). The Company may report to the
FSC in accordance to related regulations and announce public tender offer
period extension for not more than 50 days.
(2) Maximum and Minimum Number of Shares to be Acquired
23,432,000 shares in total (the ”Expected Volume to be Acquired”),
representing around 20.0% of the total issued shares of Target Company
(23,432,000/ 117,157,402 shares≒20.0%). The total number of issued and
outstanding shares of the Target Company is 117,157,402 shares (”Total
Issued Shares”) as latest amended on and shown on the website of the
Ministry of Economic Affairs. In the event that the final number of shares
validly tendered is below the Expected Volume to be Acquired but has reached
5,858,000 shares (approximately 5.0% of the issued and outstanding shares of
the Target Company)(the “Minimum Number of Shares to be Acquired”) the
conditions of the Tender Offer in respect to number of shares to be acquired
shall be deemed fulfilled.
When all conditions of the tender offer are fulfilled (i.e. the final number
of shares validly tendered reaches the Minimum Number of Shares to be
Acquired) and the Tender Offer has not been suspended pursuant to the law,
the Tender Offeror shall acquire no more than the Expected Volume to be
Acquired. In the event that the number of shares tendered exceeds the
Expected Volume to be Acquired, the Tender Offeror will acquire the shares
on a pro rata basis from all Tender Offerees.
(3) The Payment consideration for the Tender Offer:
NT$28 per share in cash (Note 1)(“Consideration”). Any Tender Offeree
shall on his/her/its own bear the securities transaction tax, income tax
(if any), and service fees to the Taiwan Depository & Clearing Corporation
(“TDCC) and securities brokers, expenses for bank remittance or postage for
delivery of check by a registered mail and other necessary and reasonable
expenses for paying the Consideration. Of which, service fees to TDCC and
securities brokers shall be calculated based on number of deposits made by
the Tender Offerees, and deposits made through custodian bank will not be
charged service fees to securities brokers. If there is such additional
expense, the Tender Offeror and the appointed institution will report and
publicly announce pursuant to laws. Except for income tax, the taxes
referred to above will be deducted from the Consideration to be paid by the
Tender Offeror to Tender Offeree, and the amount of the Consideration shall
be rounded to the nearest whole number in “New Taiwan Dollars”. To prevent
conditions where amount received by Tender Offeree is sufficient to cover
the aforementioned securities transaction tax, service fees to TDCC and
securities brokers, expenses for bank remittance or postage for delivery of
check by a registered mail and other necessary and reasonable expenses for
paying the Consideration, tendered shares less than 1,000 shares will be not
accepted.
(Note 1: Target Company 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. After
adjustment, tender offer price is 28 New Taiwan Dollars minus Target
Company actual distributed cash dividend per share, rounded to one decimal
place.)
(4) Date of the Payment of the Tender Offer:
If all conditions of the Tender Offer have been satisfied and the Tender
Offeror or the financial institution that issued the performance guarantee
has performed its payment obligations in time, the Tender Agent engaged by
the Offeror will issue the total payment of the Consideration within 5
business days (including the 5th business day) following the expiration of
the Tender Offer period (or the extended Tender Offer period).
(5) Approval from, or filing with, the FSC or other competent authorities
required for the Tender Offer:
The Tender Offer shall not be launched before making a filing with the FSC
and publicly announcing the same in accordance with Paragraph 2 of Article
43-1 of the Securities and Exchange Act (“SEA”) and Paragraph 1 of
Article 7 of the Regulations Governing Public Tender Offers for Securities
of Public Companies. The Tender Offeror made a public announcement on June
18th 2020 pursuant to the aforementioned laws and regulations and made a
filing with the FSC on the same day. The Tender Offeror has received the
“Decision letter of no further
examination shall be conducted”, a clearance on concentration with no
restrictive condition from the Anti-Monopoly Bureau of State Administration
for Market Regulation of People’s Republic of China (SAMR) on June 15th,
2020.
(6)Once the conditions to the completion of the Tender Offer are met and
the Tender Offeror publicly announces the same, unless there are
circumstances as described in Paragraph 6, Article 19 of the Regulations
Governing Public Tender Offers for Securities of Public Companies, the
Tender Offerees shall not withdraw their offers to sell.
(7) Please refer to the Public Tender Offer Prospectus for other public
tender offer conditions, which shall be found on the websites below:
(a)Market Observation Post System: http://mops.twse.com.tw
(MOPS/Investment Section/Public Tender Offer Information)
(b)Website of KGI Securities Co., Ltd.: http://www.kgieworld.com.tw
12.Name of the appointed institution:KGI Securities Co., Ltd. (“KGI”)
13.Location of the appointed institution:
No.700, Mingshui Rd., Zhongshan Dist., Taipei City
14.Any stipulation that securities will continue to be purchased
even after the number of acquired offeree securities has reached
a certain predetermined volume or percentage, or any other
purchase conditions:
The Tender Offeror expects to acquire 23,432,000 shares in total,
representing around 20.0% of the total issued shares, 117,157,402 shares,
of Target Company (23,432,000/ 117,157,402 shares≒20.0%). In the event
that the final number of shares validly tendered is below the Expected
Volume to be Acquired but has reached 5,858,000 shares (approximately 5.0%
of the issued and outstanding shares of the Target Company), the conditions
of the Tender Offer in respect to number of shares to be acquired shall be
deemed fulfilled. When all conditions of the tender offer are fulfilled
(i.e. the final number of shares validly tendered reaches the Minimum
Number of Shares to be Acquired) and the Tender Offer has not been suspended
pursuant to the law, the Tender Offeror shall acquire no more than the
Expected Volume to be Acquired. In the event that the number of shares
tendered exceeds the Expected Volume to be Acquired, the Tender Offeror
will acquire the shares on a pro rata basis from all Tender Offerees.
To prevent conditions where amount received by Tender Offeree is sufficient
to cover the aforementioned securities transaction tax, service fees to
TDCC and securities brokers, expenses for bank remittance or postage for
delivery of check by a registered mail and other necessary and reasonable
expenses for paying the Consideration, tendered shares less than 1,000
shares will be not accepted.
15.Manner of handling situation when the number of acquired
offeree securities falls short of, or exceeds, a predetermined
purchase
volume:
(1) If the number of tendered shares does not reach the Minimum Number of
Shares to be Acquired or cancelled by the competent authorities in
accordance with the law; the offer to all Tender Offerees will rescinded.
The shares tendered will be transferred from the KGI’s Designated Account
for Public Tender Offers (Account Number: (9203)059600-8) back to Tender
Offerees’ original TDCC book-entry accounts.
(2) The Tender Offeror expects to acquire 23,432,000 shares in total,
representing around 20.0% of the total issued shares, 117,157,402 shares,
of Target Company (23,432,000/ 117,157,402 shares≒20.0%). When all
conditions of the tender offer are fulfilled (i.e. the final number of
shares validly tendered reaches the Minimum Number of Shares to be
Acquired) and the Tender Offer has not been suspended pursuant to the law,
the Tender Offeror shall acquire no more than the Expected Volume to be
Acquired. In the event that the number of shares tendered exceeds the
Expected Volume to be Acquired, the Tender Offeror will acquire the shares
on a pro rata basis from all Tender Offerees. The calculation method is as
follows: If the shares tendered are 1000 shares or more than 1,000 shares,
the Company undertakes to purchase 1,000 shares as priority volume. The
remaining shares in addition to 1,000 shares will be purchased on a
pro-rata basis in multiples of 1,000 shares; and the further remaining
shares will be purchased on a random basis by the Tender Offeror until the
Maximum Number of Shares to be Acquired is reached. Therefore, there may
be a risk that the tendered shares will not be fully purchased. The shares
in excess of the Maximum Number of Shares to be Acquired shall be
transferred from the KGI’s Designated Account for Public Tender Offers
(Account Number: (9203)059600-8) back to Tender Offerees’ original TDCC
book-entry accounts.
16.Does the matter involve the Ministry of Economic Affairs’
Investment Commission? (applicable when overseas Chinese or
foreign nationals purchase securities offered by a public
company from the Republic
of China; if so, please specify one of the following
concerning the case:
“submitted, not yet approved” or “approved”): None
17.Does the matter involve the Fair
Trade Commission (enterprise combination; if so, please
specify one of the following concerning the case:
“submitted, not yet approved” or “approved”): None
18.The public tender offer application letter is
examined and issued legal opinion by attorney.If the
public tender offer must be approved by or
reported to other competent authorities before it can
take effect, has an attorney reviewed the reporting
documents and attached a legal opinion that carries
legal weight?(Please disclose the context of legal
opinion in the column of “any other matters that need to be
specified by the SFB”.):
The Tender Offer Report Form and accompanying documents of the Tender Offer
have been reviewed by Eric Tsai and Yuan-Yao Chung from
PricewaterhouseCoopers Legal Taiwan and a legal opinion has been issued.
19.Evidence of the ability to carry out the public tender
offer payment:
Mizuho Bank Ltd., Taipei Branch has issued a guarantee letter and designated
KGI as the beneficiary, and the Tender Offeror has authorized KGI to execute
Consideration payment.
20.Where the aforementioned funds have been obtained
via loan, provide a document with the details of the
loan, any evidentiary documents, and the repayment
schedule:
The total amount of the funds required for the cash payment of the
Consideration, approximately NT$ 656,096,000 in total, will be paid through
self-owned fund of the Tender Offeror. Thus, not applicable.
21.Where the public tender offer entails purchase through
the pledge of negotiable securities pursuant to the
provisions of the Regulations Governing Tender Offers
for Purchase of the Securities of a Public Company,
provide the names and types of said securities, their
average prices for the previous three months, and the
closing prices, time of acquisition, cost of acquisition
on the day prior to filing of the report, the factors
affecting calculation of the price, and factors affecting
determination of the price: Not Applicable.
22.Information about interests-relating directors in the public tender offer
(including name of natural person directors、legal person directors and its
representatives、details about interest relationship between directors and
the public tender offer、the reasons that participate or not participate in
discussion、details of withdraw from discussion、reasons of approval or
opposition to merger resolution): Not Applicable.
23.Any other matters that need to be specified by the SFB:
Please refer to the Public Tender Offer Prospectus.