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.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:2020/06/18
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
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. Public Tender Offer
price and conditions are consistent, thus does not affect shareholders'
equity.
6.Purpose/objective of the merger/acquisitionation:
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 of supply chain
business, depending on company strategy and development.
7.Anticipated benefits of the merger/acquisition:
Tender Offeree has demonstrated stable business performance; thus,
Tender Offeror shall receive steady financial returns. The possibility
of supply chain business advancement also remains in the long run. 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. After adjustment, tender
offer price is 28 New Taiwan Dollars minus T3EX actual distributed
cash dividend per share, rounded to one decimal place.)
(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 Public Tender Offer begins on June 19th, 2020 and ends on July 8th,
2020. Time to accept tender is every business day from 9:00AM to 3:30PM
during the tender offer period. The Company may report to the FSC and
announce public tender offer period extension for not more than 50 days.
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).
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: Not Applicable
19.Other important stipulations: Not Applicable
20.Do the directors have any objection to the present transaction?:
None
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: Self-owned fund
25.Any other matters that need to be specified:
(1) 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, completing and signing Public
Tender Offer Prospectus, negotiating, signing, and delivering all
relevant documents and agreements, and filing request or reporting to
competent authorities, etc. If the tender offer procedure or conditions
are in need of amendment due to the instruction of competent authorities,
or in case of insufficient time to obtain the approval, permission or
effective filing from the competent authorities, or any other justifiable
reasons; it is proposed to authorize the Chairman and representative
appointed by Chairman to handle all relevant matters with full authority.
(2) Please refer to the Public Tender Offer Prospectus for other public
tender offer conditions, which shall be found on the websites below:
1. Market Observation Post System: http://mops.twse.com.tw
(MOPS/Investment Section/Public Tender Offer Information)
2. Website of KGI Securities Co., Ltd.: http://www.kgieworld.com.tw