Weltrend Semiconductor : Announcement of expiry of the public tender offer ("Tender Offer") period for the Company acquire the ordinary shares of Sentelic Corporation

Close

Today's Information

Provided by: Weltrend Semiconductor, Inc.
SEQ_NO	1	Date of announcement	2022/08/17	Time of announcement	16:16:58
Subject	Announcement of expiry of the public tender offer ("Tender Offer") period for the Company acquire the ordinary shares of Sentelic Corporation
Date of events	2022/08/17	To which item it meets	paragraph 38
Statement	1.Date of expiry of the public tender offer period:2022/08/17 2.Company name of the public tender offeror: Weltrend Semiconductor Incorporated 3.Location of the public tender offeror: 2F., No. 24, Industry E. 9th Rd., Baoshan Township, Hsinchu County, Hsinchu Science Park 4.Name of the public company whose securities were acquired: Sentelic Corporation("Target") 5.Type of securities acquired: Ordinary Shares 6.Period of the public tender offer: July 29, 2022 to August 17, 2022 7.Where the condition existed that offeree securities had to reach a prescribed quantity for acquisition, whether the condition was met: The minimum number of shares to acquire by the tender offeror in this Tender Offer is 13,522,000 ordinary shares of the Target. The total number of shares tendered for sale has reached the minimum above on August 10, 2022 thus meeting the condition. The Company has released an announcement on Market Observation Post System pursuant to Subparagraph 2, Paragraph 2, Article 19 of the Regulations Governing Public Tender Offers for Securities of Public Companies on August 10, 2022. 8.No.of offeree securities and actual no.traded: (1) No. of offeree securities: 19,484,154 shares (2) Actual no. traded: 15,324,000 shares 9.Time, method, and location of payment for the purchase consideration: (1) Time: When all conditions of the Tender Offer are fulfilled and the offeror or the financial institution who issuing the performance guarantee has completed the remittance on time, Taishin Securities, the Tender Offer Agent, will perform payment of the consideration of the Tender Offer within 5 business days (inclusive) after the expiration day of the tender offer period (or the extended tender offer period, as the case may be). (2) Method: 1) Payment method: Taishin Securities,(the "Tender Offer Agent"), will pay the consideration by transfer to the bank account of the offeree in the Tender Offer provided by the TDCC. If there is an error with information of bank account of the offeree or the remittance cannot be completed due to other reasons, Taishin Securities will mail a check (Payee Names Underlined and Endorsement Transfers Prohibited) to the address of offeree provided by the TDCC or offeree on the next business day after the confirmation that the remittance cannot be made. 2)Payment Calculation: The consideration of the tender offer is NT$72.9 per share in cash. Offerees to the Tender Offer shall be responsible for their own securities transaction tax, income tax (if any), handling charge of TDCC and securities brokers, bank charges, postage fees, other necessary and reasonable fees related to the payment of consideration. If there are any additional fees to be borne by the offerees, the tender offeror and the Tender Offer Agent will make a public announcement according to the applicable laws. The amount paid by the offeror will be the purchase price after deducting the abovementioned expenses and will be rounding down to the nearest dollar (Remainders less than one dollar will be discarded). (3) Location: Cash consideration for the tender offer will be wire transferred by the Tender Offer Agent into the bank accounts provided by offeree under their TDCC account with securities dealers; or be mailed to the address of offeree provided by the TDCC or offeree. 10.Time, method, and location of settlement of the traded securities: (1) Time: When all conditions of the Tender Offer are fulfilled and the tender offeror or the financial institution who issuing the performance guarantee has completed the remittance on time, Taishin Securities will perform payment of the consideration of the tender offer within 5 business days (inclusive) after the expiration day of the tender offer period (or the extended tender offer period, as the case may be). In the event of a force majeure event such as a natural disaster or an abnormality in the bank remittance system, Taishin Securities can execute the remittance after the force majeure event is over. (2) Method: Where the shares tendered have been allocated to the Taishin Securities' Public Tender Offer account, the shares will be allocated by Taishin Securities from the Taishin Securities' Tender Offer Special TDCC Account (Account number: 8150-2055882) to the tender offeror's TDCC account. (3) Location: Taishin Securities Co., Limited 2F., No. 44, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 11.Return time, method, and location of the deposited but not dealt securities: The anticipated maximum number of ordinary shares of the Target to be acquired is 15,324,000 shares. The tendered shares have exceeded 15,324,000 shares("Max Quantity of Shares") on August 10, 2022. Those tendered shares that exceeded Max Quantity of Shares, the time, method, and location that the tender offeror return the tendered shares are as follows: (1) Time: Within 1 business days (inclusive) after the expiration day of the tender offer period (or the extended tender offer period, as the case may be). In the event of a force majeure event such as a natural disaster or an abnormality in the bank remittance system, Taishin Securities can execute the remittance after the force majeure event is over. (2) Method: Once the number of effective tendered shares exceeds Max Quantity of Shares and all conditions of the tender offer are fulfilled and the tender offeror does not suspend the Tender Offer under the applicable laws, the offeror will acquire the shares on a pro rata basis by the following calculation method. The above calculation methods are explained as follows: (1) Offeree who sell less than 1,000 shares will not be accepted. (2) If the number of shares to be sold exceeds 1,000 shares (inclusive), they shall be allocated in proportion to the number of marketable securities effectively sold by each offeree until 1,000 shares are purchased. If there is still a surplus, the tender offeror will purchase in random order. Therefore, there is a risk that all or only part of the tendered shares cannot be sold by the offeree. The formula for the aforementioned ratio is as follows: Maximum Quantity of Shares/ Quantity of Tendered Shares For the portion exceeding the Maximum Quantity of Shares, Taishin Securities Co., Limited will return the unpurchased shares to the offerees' TDCC account from Taishin Securities' Tender Offer Special TDCC Account (Account Number：8150-2055882). (3) Location: Taishin Securities Co., Limited 2F., No. 44, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 12.Any other matters that need to be specified:None