The review result of the Company’s review committee for Panjit International Inc. public tender offeror of the Company’s common shares.
2021/2/3
| Subject The review result of the Company’s review committee for Panjit International Inc. public tender offeror of the Company’s common shares. |
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| paragraph xx article 4 paragraph 38 Date of events:2021/02/03 |
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Contents
1.Date of receipt of the public tender offeror’s notice of tender offer:2021/01/25
2.Date of meeting held by the review committee:2021/02/03
3.Attendants of the meeting:Independent director Pu Tsun-Ching, Lu Lien-Wan, committee number Tseng Chun-Chao
4.Verification and discussion by the review committee about the public tender offeror’s identity and financial status, the fairness of the acquisition conditions, and the reasonableness of the source of funds (must fully disclose the verification methods and procedures adopted):
After considering the public offer declaration, public offer prospectus and related documents as well as the expert opinions issued by Wilson Hsu of WLCC CPA Firm and Jennifer Wang of Chen&Lin Law Firm, we hereby state the verification on the identity and financial status of the public tender offeror, the fairness of tender offer conditions and the rationality of the source of tender offer funds as follows:
(1)Identity and financial status of the public tender offeror: After reviewing the contents of the public tender offer prospectus and its related attachments, and referring to the basic information of the company registered by Panjit International Inc. (hereinafter referred to as Panjit) on the website of the Department of Commerce of the Ministry of Economic Affairs and the Market Observation Post System, we can see that Panjit is a corporation established under the laws of the Republic of China, and its issued common shares are listed and traded on the Taiwan Stock Exchange (Stock Code: 2481). According to the financial information of Panjit as well as the analysis of its profitability and cash flow in its public tender offer prospectus and related attachments, the financial position of Panjit should be sound.
(2) Fairness of the tender offer conditions: The company appointed YuanFu-CPA Firm as independent experts to issue a “Written Opinion on the Rationality of the Tender Offer Price” of Jan.26 on the public tender offer price of this case. YuanFu-CPA Firm used the comparable company approach as the estimation basis to calculate the Company fair value per share and concluded that the reasonable price ranges between NT$97 and NT$141. In this case, Panjit intends to purchase of the Company’s outstanding common shares at NT$105 per share through a tender offer, which is reasonable value range calculated by the aforementioned independent experts.
(3) Rationality of the source of tender offer funds: According to t Panjit third quarter consolidated financial report of NT$3.33 billion and current assets of about NT$9.68 billion should be enough to cover the cash consideration for the public offer. As shown in the attachment of this public offer document, Panjit has issued a letter of undertaking to perform the obligation to pay the consideration, and has appointed Taishin International Commercial Bank Co., Ltd. Jianbei Branch to issue a performance guarantee letter on January 22, 2021. Designate the appointed institution KGI Securities Co., Ltd. as the beneficiary, and authorize the appointed institution to request exercise and instruct funds to pay the consideration for the tender offer. Therefore, the source of funds for the tender offer on of the public tender is reasonable.
5.Is the previous verification opinion issued by any expert(If yes, please upload the expert opinion file):
(The company appointed YuanFu-CPA Firm as independent experts to issue a “Written Opinion on the Rationality of the Tender Offer Price” of January 26, 2021 on the public tender offer price of this case.
6.Recommendations to shareholders concerning the current acquisition, and the names of any directors opposing the acquisition and their reasons for opposition:
In this case, all the directors present at the board of directors believed that the identity and financial status of the public tender Panjit has not been found to have significant abnormalities, the conditions for the public offer are fair, and the source of funds for the offer is reasonable; however, the shareholders of the company are urged for details.
Read the ”Risk of Participation in the Sale” stated in the public offer announcement and the public offer statement, and decide whether to participate in the sale.
7.Any other relevant material information:None.
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