WT Microelectronics (3036 TT) convened a board meeting on January 20, 2020. A motion was approved by WT Microelectronics’s Board of Directors – Contents of the official explanation to be publicly disclosed by the Company regarding the decision during the previous meeting of the Fair Trade Commission to exempt the public tender offer by WPG Holdings for up to 30% of the Company’s shares from merger filing:
On January 15, 2020, the 1,471st meeting of the Fair Trade Commission (“FTC”) made a decision regarding whether merger filing is necessary for the public tender offer by WPG Holdings for up to 30% of the Company’s shares (“the Public Tender Offer”). Based on the commitment by WPG Holdings that the Public Tender Offer only consists in “financial investment”, the FTC deemed it unnecessary at the moment to conduct merger filing. However, the FTC emphasized that review of business mergers adopts filing of objections beforehand according to the Fair Trade Act. Therefore, if any facts or actions by WPG Holdings express the intent to change the declaration, commitment, or assertion of “financial investment” at any given time in the future (not limited to the current term of the Company’s Board of Directors), an interpretation shall be requested from or merger shall be filed with the FTC beforehand.
The FTC pointed out that WPG Holdings has already declared on the prospectus of the Public Tender Offer that: (I) WPG Holdings shall attend and participate in elections according to the notifications of any shareholders’ meeting lawfully convened by the Company; (II) Once the Company’s shares have been acquired, WPG Holdings shall exercise its shareholder rights independently, and shall not agree with any third party to jointly exercise shareholder rights, or take the initiative to apply for convening a shareholders’ meeting with the competent authority or convene a shareholders’ meeting jointly with any third party; (III) Once the Company’s shares have been acquired, WPG Holdings shall not solicit proxies from others to obtain voting rights in excess of the shares actually held by WPG Holdings for any shareholders’ meeting lawfully convened by the Company; (IV) WPG Holdings shall not hold more than 30% of the Company’s shares, and may not further purchase the Company’s shares on capital markets; (V) WPG Holdings shall not nominate candidates or be nominated as a candidate when choosing the Company’s directors. Moreover, WPG Holdings made another two commitments when declaring to the FTC on December 19, 2019, i.e., that it shall not submit any proposals regarding the Company’s business management and appointment/removal of personnel, and not exercise any voting rights with regard to the aforementioned matters on the Company’s shareholders’ meetings. All commitments in the aforementioned declarations or assertions are the essential premise under which the FTC agrees to exempt WPG Holdings from merger filing at the moment. However, the FTC emphasized that if any facts or actions by WPG Holdings involve changes to the aforementioned commitments in the future (not limited to the current term of the Company’s Board of Directors), an interpretation shall be requested from or merger shall be filed with the FTC beforehand. In other words, the decision and requirements made by the FTC are equivalent to requesting WPG Holdings to strictly abide by its legal obligations of not violating the aforementioned commitments.
The Company has commissioned an attorney to inquire into all legal issues related to the decision and declarations made by the FTC on the Public Tender Offer, as to guarantee that independence of the Company’s management rights remains unaffected. In the future, the Company shall also fulfill its responsibilities to supervise stakeholders. If at any given time, WPG Holdings commits any actions that involve violation of commitments in the aforementioned declarations and assertions, including personation and directly or indirectly carrying out the aforementioned actions, the Company will immediately request the competent authority to take any necessary measures in order to maintain order in the market as well as industry rights and benefits.