Taiwan Stock Exchange - Rules & Regulations Directory

Article NO. Content

Title:

Regulations Governing Public Tender Offers for Securities of Public Companies 

Amended Date: 2023.12.04 
Article 9
    Before the commencement date of the public tender offer, the Offeror, unless buying back its own shares under Article 28-2 of the Act, shall file a report with the FSC, including the Public Tender Offer Report Form and the following documents, in accordance with Article 7:
  1. Public tender offer prospectus.
  2. The mandate contract entered into between the Offeror and the mandated institution pursuant to Article 15 of these Regulations.
  3. The power of attorney to the Offeror's designated representative for litigious and non-litigious matters if the Offeror does not maintain any domicile or business place in the Republic of China (ROC).
  4. An appraisal opinion by an independent expert of the reasonableness of the cash price calculation or share exchange ratio of the public tender offer consideration.
  5. If the public tender offeror is a company, the minutes of the shareholders meeting or directors meeting at which it was resolved to initiate the tender offer or to offer and issue stocks or corporate bonds as the consideration.
  6. Other documentation required by the FSC.
    The Public Tender Offer Report Form and accompanying documents must be reviewed by a lawyer and the lawyer shall issue a legal opinion. If the public tender offer requires approval by or effective registration with the FSC or any other competent government authority, a lawyer's opinion shall concurrently be issued thereto.
    The Offeror shall provide proof that it has the ability to perform payment of the tender offer consideration and a written undertaking that it bears the obligation to perform. If the tender offer consideration is to be cash, the proof under the preceding paragraph shall include one of the items in the following subparagraphs:
  1. A performance guarantee issued by a financial institution that designates the mandated institution as the beneficiary, and that authorizes the mandated institution to demand in its sole discretion the exercise of the performance guarantee and instruct the allocation of funds for the purpose of payment of the consideration.
  2. Written confirmation that the Offeror has the ability to perform payment of the tender offer consideration, issued by a financial adviser with the qualification of a securities underwriter or by a CPA that conducts the business of auditing and attesting the financial reports of public companies, after such CPA or adviser has gained a full understanding of the Offeror and taken reasonable steps to evaluate the Offeror's sources of funds.
    If domestic securities that are listed on a stock exchange or traded on an OTC market are used as consideration for the public tender offer, the proof under paragraph 3 shall include the items in each of the following subparagraphs:
  1. Written confirmation issued by the mandated institution that the securities to be used as consideration for the public tender offer have already been transferred to the book-entry depository account opened by the Offeror at the mandated institution.
  2. Written confirmation that, before the expiration of the public tender offer period, the securities to be used as consideration may not be transferred to any other person or transferred out of the account.
    If the public tender offer is a public company that is using stocks or corporate bonds offered and issued by it as consideration for the public tender offer, the proof to be submitted under paragraph 3 shall be as set out in paragraph 4 or the preceding paragraph.
    The financial adviser or CPA under subparagraph 2 of paragraph 4 may not have any interest relationship with the Offeror or with the public company whose securities are being acquired that could affect the adviser or CPA's independence.
    On the reporting date of the public tender offer, the Offeror shall simultaneously serve a copy of the Public Tender Offer Report Form, the public tender offer prospectus, and relevant documents referred to in Paragraph 1 to the public company whose securities are being acquired.
    Before the date the public tender offer begins, the Offeror shall publicly announce the Public Tender Report Form, the particulars in Paragraphs 2 and 3 and the public tender offer prospectus.
    If the FSC, pursuant to Article 43-5, paragraph 2 of the Act, orders the Offeror to amend any reported content of a public tender offer, the public tender offer period shall be calculated anew from the date the Offeror makes the new report and public announcement.

Interpretation:

Relevant Laws:

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