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Statement
| 1.Type of merger and acquisition (e.g.merger, spin-off , acquisition,
or share transfer):Tender offer
2.Date of occurrence of the event:2022/04/08
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):Tender offer for
common shares of Silicon Optronics, Inc.; shares holding ratio will be
5.12% - 23.03%.
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):The selling shareholders
of Silicon Optronics, Inc.
5.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: This acquisition will
be conducted through a tender offer at an uniform price. If a related party
of the company participates in the tender offer, the company shall not refuse
or exclude it according to the laws. In such case, the transaction
counterparty may be a related party to the company.
6.Purpose of the merger and acquisition :
In order to expand the product lines and tapping into automotive market,
surveillance market, etc., the company plans to obtain the common shares of
target company via tender offer. By collaborating two parties resources and
competiveness, the company would enhance long-term investment earnings and
return on shareholders' equity (ROE).
7.Anticipated benefits of the merger and acquisition :
It will strengthen its application development on automotive/surveillance
market. By leveraging the synergies on both R&D sides and product sides,
the company would gain business opportunity as soon as possible.
8.Effect of the merger and acquisition on net worth per share and
earnings per share:
In the case of the reciprocal win-win synergy generated from the mutual
cooperation after the completion of the tender offer, it should have
positive effects on the company's future book value per share and EPS.
9.Share exchange ratio and calculation assumptions:
(1)The consideration per share for this tender offer is NT$123 in cash.
(2)Besides the securities transaction tax and income tax (if any) to be borne
by each offeree, the tender offeror shall bear the handling fees of Taiwan
Depository and Clearing Corporation and securities brokers, bank remittance,
postage and other reasonable fees which are necessary for the payment of the
purchase consideration (the handling fees of Taiwan Depository and Clearing
Corporation and securities brokers are calculated separately based on the
number of times the offeree applies to deposit and sell, and the offeree
should apply to the custodian bank for deposit without having to pay the
brokerage fee;if there is any such additional fee, the tender offeror and
the appointed institution shall make a declaration in accordance with law.)
When the tender offeror pays the offerees the purchase consideration,
it shall, after deducting the securities transaction tax and other tax,
round to the nearest NTD (any fraction of an NTD shall be forfeited.)
For the number of shares to be sold by the seller does not reach
1,000 shares, it will not be accepted.
(3)When the conditions of this tender offer are fulfilled and the tender
offeror has on schedule remitted the estimated total consideration for the
tender offer to the special bank account for the tender offer opened with
Mega Securities Co., Ltd., the consideration for the tender offer shall
paid out within five business days (inclusive) of the Tender Offer
Expiration Date (if extended, the expiry of the extended period) by the
appointed institution, i.e. Mega Securities Co., Ltd.
10.Whether the CPA, lawyer or securities underwriter issued
an opinion on the unreasonableness regarding the transaction: Not applicable.
11.Name of accounting, law or securities firm: SmartCPA Inc.
12.Name of CPA or lawyer: Cyong-Hua, Ruan, CPA
13.Number of CPA or lawyer license: No. 2719; Cyong-Hua, Ruan, CPA
14.Estimated date of completion:
(1)The company filed report with the Financial Supervisory Commission
(the "FSC") and made public announcement in accordance with related laws
and rules. It is expected that the date of report filing in relation to
the public tender offer will not be later than April 12, 2022, and the
start date of the public tender offer will not be later than April
13, 2022. Besides, the company owns the right of reporting to the Financial
Supervision and Administration Commission and announcing the extension
of the tender offer period.
(2)Within five business days (including the fifth business day) after the
completion date of the tender offer period (if extended, the completion
date of the extended tender offer period), if all the conditions of this
tender offer are satisfied, the consideration of this tender offer will be
paid. If all the conditions of this public tender offer are not satisfied
before the completion of the tender offer period, or this public tender offer
is unsuccessful resulting from being disapproved, ceased to take effect, or
annulled by the FSC or other competent authorities, the tender offer case
will not be achieved.
15.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.
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 transferred to
the existing company or new company.The total no.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.
18.Conditions and restrictions for future transfer of shares
resulting from the merger and acquisition : Not applicable.
19.Other important terms and conditions: No.
20.Any objections from directors to the 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: Funded by the public bidder with its own funds.
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 of the Company authorize the chairman and/or his
designated person 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 and execution of the
Tender Offer Prospectuses and Tender Offer Report, negotiation, execution
and delivery of all relevant documents and agreements, submission of
relevant applications or filings to the 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.
(2)According to Article 43-1 Item 2 of the Securities Exchange Act and
Article 7 Item 1 of the Measures for the Administration of Publicly
Offered Securities of Publicly Offered Companies, the public acquisition
must be declared and announced to the Financial Supervision and
Administration Commission before it can be carried out. The declaration
date is expected to be no later than April 12, 2022.
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