1.Type of merger and acquisition (e.g.merger, spin-off, acquisition,
or share transfer):Public Tender Offer
2.Date of occurrence of the event:2025/02/28
3.Names of companies participating in the merger and acquisition (e.g., name
of the other company participating in the merger, newly established company
in a spin-off, acquired company, or company whose shares are transferred):
Fortune Information Systems Corp. (hereinafter referred to as 「FIS」 or the
「Target Company)」
4.Trading counterparty (e.g., name of the other company participating in the
merger, company spinning off, or trading counterparty to the acquisition or
share transfer):FIS’s shareholders participating in the tender offer
5.Whether the counterparty of the current transaction is a related party:No
6.Relationship between the trading counterparty and the Company (investee
company in which the Company has re-invested and has shareholding of XX%),
explanation of the reasons for the decision to acquire from or transfer
shares to an affiliated enterprise or related party, and whether it will
affect shareholders’ equity:
If any related parties of the Company participate in the tender offer, the
company is legally obliged not to refuse or exclude them. Therefore, the
counterparty of the tender offer may be a related party of the company.
However, since the tender offer price and conditions are the same for all
shareholders, it does not affect the rights and interests of the
shareholders.
7.Purpose and conditions of the merger and acquisition, including
the reason, consideration conditions and payment schedule of
the merger and acquisition:
(1)The purpose of the tender offer：This acquisition mainly aims to
increase strategic alliance partners to extend the scope of services in the
information and communication supply chain, hoping to create synergy and
bring positive benefits to the financial, business, and shareholder interests
of both companies.
(2)The consideration of the tender offer：The tender offer consideration is
at the price of NTD 25 per share in cash.
(3)The payment date of the tender offer：
Under the condition that the tender offer is fulfilled (which is the number
of common shares tendered reaches the minimum acquisition shares and a
decision of“merger filing clearance”is obtained from the Fair Trade
Commission), the tender offer payment will be made within five business days
(inclusive of the fifth business day) after the expiration date of the tender
offer period (or the extended period if extended). The Tender Offer Agent,
KGI Securities, will prioritize payment via bank remittance to the bank
account provided by the Taiwan Depository & Clearing Corporation (TDCC) for
the tendering shareholders. If the bank account information is incorrect or
for other reasons the remittance cannot be completed, a check (crossed and
non-endorsable) will be sent by registered mail to the seller’s address
provided by TDCC on the next business day after confirming the remittance
failure.
8.Anticipated benefits of the merger and acquisition:
FIS is a leading provider of comprehensive information integration services,
committed to meeting the diverse needs of customers across various
industries. The Company has been deeply involved in the semiconductor
industry chain for a long time, committed to providing customers with the
highest quality supply chain management services. This acquisition mainly
aims to increase strategic alliance partners to extend the scope of services
in the information and communication supply chain, hoping to create synergy
and bring positive benefits to the financial, business, and shareholder
interests of both companies.
9.Effect of the merger and acquisition on net worth per share and earnings
per share:
Through the acquisition, the Company hopes to create synergy and bring
positive benefits to the financial, business, and shareholder interests of
both companies.
10.Types of consideration for mergers and acquisitions
and sources of funds:
The tender offer consideration is made of cash.
The source of fund for the tender offer is from the Company’s self-fund.
11.Share exchange ratio and calculation assumptions:
1.Share Swap ratio：Not applicable.
2.Calculation basis：Not applicable.
12.Whether the CPA, lawyer or securities underwriter
issued an unreasonable opinion regarding
the transaction:Not applicable
13.Name of accounting, law or securities firm:Crowe (TW) CPAs
14.Name of CPA or lawyer:CPA Chiu, Chi-Sheng
15.Practice certificate number of the CPA:
Reference No. Jin-Guan-Zheng-Shen-Zi-10200032833
16.The content of the independent expert opinion on the reasonableness
of the share exchange ratio, cash or other assets allotted to
shareholders in this merger and acquisition:
1.After considering quantifiable financial figures and objective market data,
CPA Chiu Chi-Sheng of Crowe (TW) CPAs used the market price method and the
comparable company method with the PE ratio method, and calculated with a
premium rate for non-quantifiable adjustments. The evaluation result shows
that the reasonable price range for FIS’s common stock falls between
NT$24.05 and NT$36.37 per share. The tender offer intends to offer NT$25 per
share in cash for the tender offer of FIS's common shares, which falls within
the aforementioned evaluated price range and should be considered reasonable.
2.After considering the product categories and information from FIS’s annual
report, the companies selected as comparable companies include Systex,
Syscom,STARK, JETWELL, TSTI, DDSC, and ARES. The market price method and the
comparable company method with the P/E ratio method were used as the basis
for evaluating the equity value of FIS.
Please refer to Appendix II of the Tender Offer Prospectus - Independent
Expert's Fairness Opinion for Tender Offer Consideration.
3.Not applicable.
4.Not applicable.
17.Estimated date of completion:
This tender offer will be submitted to the Financial Supervisory Commission
for filing and disclosure, with the filing date expected no later than
March 10, 2025, and the tender offer expected to commence no later than
March 11, 2025. The tender offer period is set at 50 days, but the Company
may extend the tender offer period as necessary in accordance with the law.
Under the tender offer conditions are fulfilled (i.e. the number of common
shares tendered reaches the minimum acquisition shares and a decision of
“merger filing clearance” is obtained from the Fair Trade Commission),
the tender offer consideration and settlement will be completed within five
business days (inclusive of the fifth business day) after the expiration date
of the tender offer period (or the extended period if extended).
18.Matters related to the assumption of corporate rights
and obligations of the dissolving company (or spin-off)
by the existing or newly-established
company:Not applicable
19.Basic information of companies participating in the merger:Not applicable
20.Matters related to the spin-off (including estimated value
of the business and assets planned to be transferred to the
existing company or new
company.The total number of shares to be acquired by the spun-off company
or its shareholders, and their respective types and no.Matters related to
the reduction, if any, in capital of the spun-off company)(note: not
applicable for announcements unrelated to spin-offs):Not applicable
21.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition:No
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company,
and the contents of plans to that effect
(2) Dissolution; delisting from an exchange (or OTC market);
material changes in organization, capital, business plan,
financial operations and production; accommodation or
utilization of staff and assets critical to the Company;
or any other matter of material significance that would
affect the company's shareholder equity:
(1)Upon successful completion of the tender offer, FIS will maintain its
listed status and continue to operate with the existing team. The Company
is committed to supporting FIS’s growth by enhancing and expanding its
core product lines, developing strategic business initiatives, and pursuing
large-scale projects while expanding external strategic alliances to drive
continuous growth. In addition, it plans to strengthen corporate governance
and talent development strategies, and consider introducing employee
incentive mechanisms to enhance employee participation and corporate
cohesion, aiming to retain and develop talent, creating a win-win development
model for employees and shareholders, and realizing the long-term enhancement
of corporate value.
(2)There are no significant matters affecting the rights and interests of
Target Company’s shareholders (please refer to tender offer Prospectus for
details).
23.Other important terms and conditions:No
24.Other major matters related to the mergers and acquisitions:No
25.Any objections from directors to the transaction:No
26.Information on interested directors involved in the mergers
and acquisitions:Not applicable
27.Whether the transaction involved in change of business model:No
28.Details on change of business model:Not applicable
29.Details on transactions with the counterparty for the past year
and the expected coming year:
Past one year：No
Next one year：After the successful completion of the tender offer, the
Company will conduct further evaluation based on the final number of shares
acquired in the tender offer. However, there are currently no specific plans.
30.Source of funds:The Company’s self-fund
31.Any other matters that need to be specified:
(1)For this tender offer, the company has obtained tender agreements from
FIS's major shareholders, STANDARD PLASTICS LTD. and CECGP Electronics
Corporation, committing to tender all their shares in FIS, totaling
33,340,281 shares (approximately 47.66% of FIS's total issued and outstanding
common shares).
(2)For this tender offer, it is proposed to authorize the Chairman of the
Board and his designated persons to individually or jointly represent the
company in all necessary actions related to the tender offer, including but
not limited to completing and signing the Tender Offer Prospectus and Tender
Agreement, negotiating, signing, and delivering all related contracts or
other documents, and submitting applications or reports to relevant
authorities. If, due to instructions from the competent authorities, or
the inability to obtain the necessary approvals, permits, or effective
declarations from the relevant authorities in time, or for other legitimate
reasons, the procedures or conditions of the tender offer need to be amended,
it is proposed to authorize the Chairman and his designated persons to handle
it with full authority.
(3)The expected number of shares to be acquired is 35,681,000 shares FIS’s
issued and outstanding common shares (hereinafter referred to as the
' Expected Volume to be Acquired '), which is approximately 51% of the
total issued and outstanding common shares of FIS as of the last change
date on August 8, 2024, shown in the Ministry of Economic Affairs' Business
Registration Public Information System (hereinafter referred to as the
'Total Shares') (35,681,000 shares / 69,961,249 shares ≒ 51%). However,
if the final number of shares tendered does not reach the Expected Volume
to be Acquired but reaches 33,340,281 shares (approximately 47.66% of the
Total Shares) (hereinafter referred to as the ' Minimum Number of Shares to
be Acquired '), the conditions of the tender offer in respect of number of
shares to be acquired shall be deemed to have been met.
Under the tender offer conditions are fulfilled (i.e. the number of common
shares tendered reaches the Minimum Number of Shares to be Acquired and a
decision of “merger filing clearance” is obtained from the Fair Trade
Commission ), and provided that the tender offer has not been suspended
pursuant to the law, the tender offer will acquire up to the Expected Volume
to be Acquired of FIS’s shares. tender offers for less than 1,000 shares
(exclusive) will not be accepted.
If the total number of shares tendered by all tendering shareholders does
not exceed the Expected Volume to be Acquired, the tender offer will
purchase all the tendered securities.
If the total number of shares tendered exceeds the Expected Volume to be
Acquired, the tender offer will purchase from all tendering shareholders on
a pro-rata basis until the shares are fully allocated.
(4)For other conditions of the tender offer, please refer to the Tender Offer
Prospectus.