Egis Technology : Announcement of the company's tender offer for the common shares of Silicon Optronics, Inc.

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Provided by: Egis Technology Inc.
SEQ_NO	1	Date of announcement	2022/04/12	Time of announcement	15:11:07
Subject	Announcement of the company's tender offer for the common shares of Silicon Optronics, Inc.
Date of events	2022/04/12	To which item it meets	paragraph 38
Statement	1.Date of reporting of public tender offer:2022/04/12 2.Company name of the public tender offeror:Egis Technology Inc. 3.Company location of the public tender offeror: 30F.-1, No. 118, Ciyun Rd., East Dist., Hsinchu City , Taiwan (R.O.C.) 4.Business Registration Certificate No.of the public tender offeror:28835517 5.Name of the public company whose securities are to be acquired: Silicon Optronics, Inc. 6.Type of securities to be acquired: common shares 7.No.of securities to be acquired: 18,000,000 shares (planned maximum number of shares to be acquired) 8.Expected price of the securities to be acquired: NT$123 per share 9.Scheduled period of the public tender offer: From April 13, 2022 to May 3, 2022. The acceptance period for offeree applications shall be from 9:00am to 3:30pm (Taiwan time) every business day during the tender offer period. However, the Company may declare to the Financial Supervisory Commission and announce an extension of the tender offer period in accordance with relevant law, though the extension period shall not exceed 50 days. 10.Purpose of the public tender offer: The target company, Silicon Optronics, Inc., is a CMOS (Complementary Metal Oxide Semiconductor) chip design company in the upstream of the semiconductor industry. It is mainly engaged in the design and development, application services and sales of CMOS chip including image processing algorithms and analog/digital/mixed circuits which are mainly applied in the surveillance market, automotive imaging market, consumer imaging market and biotech sensing market. In order to expand the product lines and tapping into these markets, 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). 11.Conditions of the public tender offer: (1) Tender offer period: From April 13, 2022 to May 3, 2022. The acceptance period for offeree applications shall be from 9:00am to 3:30pm (Taiwan time) every business day during the tender offer period. However, the Company may declare to the Financial Supervisory Commission and announce an extension of the tender offer period in accordance with relevant law, though the extension period shall not exceed 50 days. For the acceptance selling time and method on every business day, please refer to the tender offer prospectus. (2) Tender offer volume: Total of 18,000,000 shares ("Estimated Acquisition Amount"), which is approximately 23.03% of the 78,152,900 issued and outstanding common shares (the "Total Shares") of Target on the last transaction date of March 24, 2022 indicated in the public information inquiry system of the Department of Commerce, Ministry of Economic Affairs (18,000,000 shares/78,152,900 shares = 23.03%). However, if the final effective acquisition amount does not reach the Estimated Acquisition Amount, but has reached 4,000,000 shares ("Minimum Acquisition Amount") (i.e, approximately 5.12% of the Total shares), the acquisition amount condition for this tender offer shall be fulfilled. After the conditions of this tender offer are fulfilled (where the number of effective offeree securities reaches the Minimum Acquisition Amount),and this tender offer has not been halted in accordance with law, the tender offeror shall acquire up to Estimated Acquisition Amount. However, if the securities tendered exceeded the maximum, the offeror will buy the shares from all the tender participants on the pro rata basis. For the number of shares to be sold by the seller does not reach 1,000 shares, it will not be accepted. The calculation method is as followed: (A)The calculation method of each offeree's "Priority Acquisition Number of Shares": each offeree's Priority Acquisition Number of Shares is the shares tendered by each offeree for more than 1,000 shares, only 1,000 shares will be calculated into such offerees' Priority Acquisition Number of Shares. (B)If the aggregation of offerees' Priority Acquisition Number of Shares does not exceed the Offer Cap: the company will firstly purchase all offerees' Priority Acquisition Number of Shares, then purchase from each offeree the number of shares at a pro-rated percentage based on the calculation method described below and the number shall distribute to 1,000 shares. If there are remaining shares, the Company will purchase on the random basis. The offeree shall bear the risk that not all shares tendered can be sold. The calculation method of the foresaid pro-rated percentage is as follows: (Offer Cap － the aggregation of offerees' Priority Acquisition Number of Shares) / (the aggregate number of shares tendered － the aggregate number of offerees' Priority Acquisition Number of Shares) (C)If the aggregation of all offerees' Priority Acquisition Number of Shares exceeds the Offer Cap: the company will purchase from each offeree the number of shares at a pro-rated percentage based on the calculation method described below, and the number shall distribute to 1,000 shares. If there are remaining shares, the company will purchase on the random basis. The offerees shall bear the risk that all shares tendered cannot be sold or only could be sold partially. The calculation method of the foresaid pro-rated percentage is as follows: Offer Cap / the aggregate number of shares tendered (3) Tender offer consideration: The consideration per share for this tender offer is NT$123. 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.) (4) Payment date of tender offer consideration: 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. If the seller's bank account number is incorrect or the remittance cannot be completed due to other reasons, it will be sent to the Taiwan Centralized Depository Clearing House Co., Ltd. or the address seller has provided on the business day following the confirmation that the remittance cannot be remitted. The remittance/check amount is calculated based on the consideration of the seller's transaction share purchase minus the seller's legally required securities transaction tax, remittance/postage, and collective security/ Brokerage fees and other related fees shall round to the nearest NTD (any fraction of an NTD shall be forfeited). (5) Matters of this tender offer that must be approved by or effectively declared with the Financial Supervisory Commission or other competent authorities: This tender offer shall, in accordance with Article 43-1, Paragraph 2 of the Securities Exchange Act and Article 7, Paragraph 1 of the Regulations Governing Public Tender Offers for Securities of Public Companies, be reported to the Financial Supervisory Commission and publicly announced. The tender offeror has reported the deal in accordance with law to the Financial Supervisory Commission on April 12, 2022 and announced publicly. The tender offeror doesn't need other approval on this deal from other authorities. (6) Once the conditions of this tender offer have been fulfilled and announced in accordance with Paragraph 2, Item 2 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company, except for the circumstances stipulated in Article, Paragraph 6 of the Regulations Governing Public Tender Offers for Securities of Public Companies, offerees cannot rescind their offers. Under this circumstance, even if the market price of the acquired company is higher than the consideration for the acquisition, the seller shall not revoke the seller, and the seller shall bear such risks. (7) For other tender offer conditions, please see the tender offer prospectus. Please see the website for the tender offer prospectus below: (a)Market Observation Post System (http://mops.twse.com.tw)-Investors- Public Tender Offer Information. (b)Mega Securities Co., Ltd. (https://www.emega.com.tw) 12.Name of the appointed institution: Mega Securities Co., Ltd. 13.Location of the appointed institution: No. 95, Zhongxiao East Rd., Sec. 2, Taipei 14.Securities will continue to be purchased even after the no.of offeree securities has reached a predetermined no.or percentage, or any other purchase conditions: Total of 18,000,000 shares ("Estimated Acquisition Amount"), which is approximately 23.03% of the 78,152,900 issued and outstanding common shares (the "Total Shares") of Target on the last transaction date of March 24, 2022 indicated in the public information inquiry system of the Department of Commerce, Ministry of Economic Affairs (18,000,000 shares/78,152,900 shares = 23.03%). However, if the final effective acquisition amount does not reach the Estimated Acquisition Amount, but has reached 4,000,000 shares ("Minimum Acquisition Amount") (i.e, approximately 5.12% of the Total shares), the acquisition amount condition for this tender offer shall be fulfilled. After the conditions of this tender offer are fulfilled (where the number of effective offeree securities reaches the Minimum Acquisition Amount),and this tender offer has not been halted in accordance with law, the tender offeror shall acquire up to Estimated Acquisition Amount. However, if the securities tendered exceeded the maximum, the offeror will buy the shares from all the tender participants on the pro rata basis. For the number of shares to be sold by the seller does not reach 1,000 shares, it will not be accepted. (the calculation method above please see the tender offer volume on paragraph 11). 15.Manner of handling situation when the no.of offeree securities falls short of, or exceeds, a predetermined purchase quantity: (1) If it is confirmed that the Minimum Acquisition Amount has not been reached in this tender offer, of if this tender offer is halted in accordance with law pursuant to permission by the competent authority, Mega Securities Co., Ltd. shall transfer back to the original centralized securities custodial accounts of each offeree from the "Mega Securities Co., Ltd. Tender Offer Account" (Account No.: 70001601168). (2)Total of 18,000,000 shares ("Estimated Acquisition Amount"), which is approximately 23.03% of the 78,152,900 issued and outstanding common shares (the "Total Shares") of Target on the last transaction date of March 24, 2022 indicated in the public information inquiry system of the Department of Commerce, Ministry of Economic Affairs (18,000,000 shares/78,152,900 shares = 23.03%). However, if the final effective acquisition amount does not reach the Estimated Acquisition Amount, but has reached 4,000,000 shares ("Minimum Acquisition Amount") (i.e, approximately 5.12% of the Total shares), the acquisition amount condition for this tender offer shall be fulfilled. After the conditions of this tender offer are fulfilled (where the number of effective offeree securities reaches the Minimum Acquisition Amount),and this tender offer has not been halted in accordance with law, the tender offeror shall acquire up to Estimated Acquisition Amount. However, if the securities tendered exceeded the maximum, the offeror will buy the shares from all the tender participants on the pro rata basis (the calculation method above please see the tender offer volume on paragraph 11). For the amount that exceeds planned Offer Cap, Mega Securities Co., Ltd. shall transfer back to the original centralized securities custodial accounts of each offeree from the "Mega Securities Co., Ltd. Tender Offer Account" (Account No.: 70001601168) (please refer to the tender offer prospectus.) 16.Does the matter involve the Investment Commission, Ministry of Economic Affairs? (applicable when overseas Chinese or foreign nationals purchase securities offered by a public company from the Republic of China; if so, please specify one of the following concerning the case: "submitted, not yet approved" or "approved"): No 17.Does the matter involve the Fair Trade Commission (enterprise merger; if so, please specify one of the following concerning the case: "submitted, not yet effective" or "effective"): No 18.The public tender offer application letter shall be examined by an attorney who shall then issue a legal opinion.If the public tender offer must be approved by o r reported to the FSC or other competent authorities before it can take effect, a legal opinion must also be submitted.(Please disclose the legal opinion in its entirety under "22.Any other matters that need to be specified according to the SFB".): The tender offer application letter has been reviewed by attorney Howard Chen and Joanna Yu of C & A Law Firm. They have issued a legal opinion in accordance with Paragraph 9, Item 2 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company. 19.Evidence of the ability to carry out payment for the public tender offer consideration: 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. and CPA Ming-Yang Lai of WeTec International CPAs has, pursuant to the regulation in Article 9, Paragraph 4, Item 2 of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company requiring the provision of proof of ability to fulfill payment of the purchase consideration, through a financial advisor who is qualified as a securities underwriter or a CPA who handles the audit of a public company, gotten to thoroughly know the tender offeror and, after adopting reasonable procedures to evaluate the source of funds, issued a confirmation that the tender offeror has the ability to fulfill payment of the purchase consideration. 20.Where the aforementioned funds have been obtained via loan, please provide a document with the details of the loan, any evidential documents, and the repayment plan:Not applicable 21.Where securities are used for public tender consideration pursuant to the provisions of the Regulations Governing Tender Offers for Purchase of the Securities of a Public Company, please provide the names and types of said securities, their average prices for the previous three months, and the closing prices, time of acquisition, and cost of acquisition on the day prior to filing of the report; the factors affecting the price of consideration; and factors affecting determination of the price: Not applicable 22.Information about directors who are stakeholders in the public tender offer (including name of natural person directors or legal person directors and their representatives, relevant details about the interests held by directors or their representatives, the reasons of their participation or absence from discussion, details of recusal from discussion, and reasons of approval or opposition regarding merger resolution): Not applicable 23.Any other matters that need to be specified according to the SFB: (1) For Legal opinion issued by attorney Howard Chen and Joanna Yu of C & A Law Firm, please see the tender offer prospectus. (2) For written confirmation that the tender offeror has the ability to fulfill payment of the purchase consideration issued by CPA Ming-Yang Lai of WeTec International CPAs, please see the tender offer prospectus.