Date of announcement 2017/08/15
Time of announcement 18:58:19
Date of events 2017/08/15
To which item it meets paragraph 11
Statement
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Public tender offer
2.Date of occurrence of the event:2017/08/15
3.Names of companies participating in the merger (e.g.name of the
other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company
whose shares are taken assignment of):China Life Insurance
Co., Ltd. (“China Life”)
4.Counterparty (e.g.name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of shares):
All common shareholders of China Life who tender their
shares.
5.Relationship between the counterparty and the Company (investee
company in which the Company has re-invested and has shareholding
of XX%), and explanation of the reasons for the decision to acquire,
or take assignment of the shares of, an affiliated enterprise or
related person, and whether it will affect shareholders' equity:
Tendering shareholders may include related party as
stipulated in Article 45 of Financial Holding Company Act.
CDF shall not refuse to buy any tendered share and
therefore the CDF board has adopted a supermajority
resolution regarding this matter.
6.Purpose/objective of the merger/acquisitionation:
Upon completion of this tender offer, China Life will
become CDF's subsidiary, as defined in Financial
Holding Company Act.
7.Anticipated benefits of the merger/acquisition:
CDF will enhance its business scope, market position
and operational synergy, thereby delivering value
to shareholders.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
Upon the completion of the tender offer, CDF will
expand its business platform with four key prongs,
including venture capital/ private equity, securities,
banking and life insurance, enabling CDF to
strengthen its operational capabilities, thus improving
EPS and return on shareholders’ equity.
9.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: N/A
The consideration of the cash tender offer is NT$35 per
share. If the settlement date of the tender offer is
later than September 15, 2017, the book closure date
of China Life's ex-dividend and ex-rights, the final
consideration of the tender offer should be adjusted
according to the formula published in TWSE's website:
The final consideration of the tender offer per share
= (The consideration of the tender offer per share on
the first day of the tender offer - cash dividend)÷
(1+stock dividend ratio). The adjusted consideration
of the tender will be NT$31.38 per share.
(2)Basis of its calculation: Based on the independent
fairness opinion issued by Hsiao-Fen Huang, a
certified public accountant, of PwC engaged by CDF.
10.Scheduled timetable for consummation:
From August 17, 2017 to September 6, 2017. The tender
offeror may report to the FSC and make a public
announcement to extend the public tender offer
period according to the relevant regulations.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company:N/A
12.Basic information of companies participating in the merger:
N/A
13.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumesof the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any,
in capital of the split company) (note: not applicable other
than where there is announcementof a spin-off):N/A
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:
None