| Title： |
Regulations Governing Public Tender Offers for Securities of Public Companies(2015.12.25) |
| Date： |
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Article 14
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The public company whose securities are being acquired shall, within 10 days after its receipt of the copy of the Public Tender Offer Report Form, the public tender offer prospectus, and relevant documents reported and publicly announced by the Offeror pursuant to Paragraph 3 of Article 9, have the following items publicly announced, reported in writing to the FSC for recordation, and copied to the Securities Related Entities:
- The types, number and amount of shares currently held by the current directors and supervisors and any shareholders with more than 10% of the company's stocks.
- The recommendation made to the company's shareholders on such tender offer purchase, wherein the names and reasons of objecting directors shall be recorded.
- Whether there were major changes on the company's financial conditions after the delivery of its most recent financial statements, and the contents of such changes.
- The types, number and amount of shares of the Offeror or its affiliated enterprises as defined under Chapter 6-1 of the Company Act held by the current directors, supervisors or the major shareholders having over 10% of the shareholding of the target company.
- Other relevant important information.
Shares held by persons in Subparagraph 1 and Subparagraph 4 of the preceding paragraph include those held by his/her spouse and minor children and held under the names of other persons.
After receiving documents in connection with a new report and public announcement made by the Offeror pursuant to Article 43-5, paragraph 2 of the Act (hereinafter, a "new report and public announcement"), if the public company whose securities are being acquired must consequently amend its recommendation to the shareholders under paragraph 1, subparagraph 2 herein, it shall, within 10 days, make a new public announcement of the items in that subparagraph, and prepare and submit a written report to the FSC for recordation, with a copy to the Securities Related Entities.
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Article 14-1
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After a public company whose securities are being acquired has received the copy of the Public Tender Offer Report Form, the public tender offer prospectus, and other documents reported and publicly announced by the Offeror under Article 9, paragraph 3, it shall promptly form a review committee, and publicly announce the results of the review within 10 days.
The review committee of the preceding paragraph shall review the fairness and reasonableness of the public tender offer conditions, and make recommendations to the company shareholders with respect to the present tender offer.
The review committee members shall not be fewer than 3 persons. If the public company whose securities are being acquired has independent directors, it shall be composed of the independent directors. If the number of independent directors is insufficient or there are no independent directors, it shall be composed of members selected by the board of directors.
The eligibility conditions for review committee members shall comply with the requirements set out in Article 2, paragraph 1 and Article 3, paragraph 1 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
The review committee's review results shall require the assent of one-half or more of all the committee members, and the specific assenting or dissenting opinions of the committee members, and the reasons for any dissent, shall be included.
After receiving documents in connection with a new report and public announcement by the Offeror, the public company whose securities are being acquired shall promptly notify the review committee to conduct a review and make a new public announcement of the results of the review within 10 days.
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Article 18
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The length of public tender offer period shall not be less than 20 days nor more than 50 days.
If what is provided under Paragraph 2 of Article 7 occurs or for another legitimate reason, the original Offeror may report to the FSC and make a public announcement of an extension of the public tender offer period. However, the extension period(s) shall not exceed a total of 30 days.
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