Timeline
5. Timeline

[Last updated: 1 June 2022, unless otherwise noted]

As a general rule, the tender offer process for a mandatory tender offer is the same as the process that applies to a voluntary tender offer.

The table below contains a summarized overview of the main steps of a typical tender offer process under Taiwanese law.

Step

1. Preparatory stage:

  • Preparation of the tender offer by the tender offeror (study, due diligence, financing, draft prospectus).
  • The tender offeror approaches the target and/or its key shareholders.
  • Negotiations with the target and/or its key shareholders.
  • The tender offeror engages a tender offer agent, which is usually a securities firm.

2. Launching of the tender offer: 

The tender offeror files the tender offer report with the FSC, TSE, Taiwan Depository and Clearing Corporation and the target. The filing must contain the tender offer prospectus, legal opinion from local counsel, tender offer agent service agreement, fairness opinion on the tender offer price, and proof that the tender offeror has the ability to perform payment of the tender offer consideration.

3. After receipt of the tender offeror's tender offer report, the board of the target must form a review committee comprised of independent directors to provide a recommendation to shareholders. Such recommendation should be announced by the target within 15 calendar days after receipt of the report.

4. Public announcement regarding achievement of minimum acceptance threshold.

5. Public announcement and report to the FSC on completion of the tender offer within two days after tender offer period expires.

6. Payment of the offered consideration by the tender offeror (as per the announcement on completion of tender offer).

Set out below is an overview of the main steps for a mandatory tender offer in Taiwan.

5.1 Indicative timeline for a mandatory tender offer

Click here to view diagram for Taiwan