Squeeze-out of Minority Shareholders after Completion of the Takeover
7. Squeeze-out of Minority Shareholders after Completion of the Takeover

[Last updated: 1 January 2025, unless otherwise noted]

7.1 Squeeze-out

There is no squeeze-out mechanism that applies to tender offers under Taiwanese law. Following the tender offer bid, the tender offeror (together with the persons with whom they act in concert) cannot, regardless of the percentage of the shares the tender offeror obtained after the tender offer, force all other holders of voting securities and securities conferring the right to voting securities to transfer their securities to the tender offeror at the price offered in the tender offer.

7.2 Sell-out

There is no sell-out right for the shareholders that did not accept the tender offer bid under Taiwanese law.

7.3 Squeeze-out followed by a merger

If a shareholder is opposed to the proposed merger, they may request the company to buy back their shares at "fair price". The company and shareholder may reach an agreement about such fair price. In case no agreement is reached, the company shall apply to the court for a ruling on the fair price on behalf of all the dissenting shareholders. All the expenses of the application procedure shall be borne by the company.

7.4 Restrictions to acquiring securities after the takeover bid period

If the tender offeror fails to acquire the proposed number of shares within the tender offer period or suspends the tender offer as approved by the competent authority, the tender offeror may not, within one year therefrom, carry out another tender offer on the same target, unless it has legitimate reasons and has obtained approval from the competent authority.