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

There are two main forms of tender offers in Taiwan:

• a voluntary tender offer – a person voluntarily makes an offer for the securities issued by the target company bypassing the TSE or the TPEx; and
• a mandatory tender offer under the SEL – triggered as soon as any person, whether acting independently or in conjunction with another person or persons, intends to acquire 20% or more of the total issued and outstanding shares of a public company within a period of 50 calendar days.

4.1 Voluntary tender offer

• The tender offeror is free to purchase the securities of a public company bypassing the TSE or the TPEx only after the tender offer has been reported to the FSC and publicly announced, except under the following circumstances:
  • The number of securities proposed for tender offer by the tender offeror plus the total number of securities of the public company already obtained by the tender offeror and its related parties do not exceed 5% of the total number of voting shares issued by the public company.
  • The securities purchased by the tender offeror through the tender offer are securities of a company of which the tender offeror holds more than 50% of the issued voting shares.
  • Other circumstances in conformity with the regulations prescribed by the FSC.
• The tender offeror is, in principle, free to determine the price and form of consideration offered to the target shareholders:
• The form of the consideration may be cash or non-cash within the following scope:
  1. Domestic securities that are either TSE or TPEx listed pursuant to the provisions of the SEL. The scope of foreign securities eligible as consideration shall be as separately prescribed by the FSC.
  2. If the tender offeror is a public company, stocks or bonds offered and issued thereby. If the tender offeror is a foreign company, the range of stocks or bonds offered and issued that are eligible as consideration shall be as separately prescribed by the FSC.
  3. If the tender offeror is a public company or foreign company, other property of the tender offeror – The tender offeror may decide the offer price at its discretion. However, the tender offeror shall include an appraisal by an independent expert of the reasonableness of the cash price calculation or share exchange ratio of the tender offer consideration in the prospectus.

4.2 Mandatory tender offer

• A mandatory tender offer is triggered as soon as any person, whether acting independently or in conjunction with another person or persons, intends to acquire 20% or more of the total issued and outstanding shares of a public company within a period of 50 calendar days.
• The main exceptions to the mandatory tender offer obligation include the situations where:
  • The transfer of shares is between related parties.
  • Shares obtained are under the Taiwan Stock Exchange Corporation Regulations Governing Auction of Listed Securities by Consignment.
  • Shares obtained are under the Taiwan Stock Exchange Corporation Rules Governing Purchase of Listed Securities by On-Market Tender Offer or under the Taipei Exchange Rules Governing Purchase of OTC Securities by On-market Tender Offer.
  • Shares are obtained by designated persons satisfying the qualifications prescribed by the competent authority which is formerly held by the directors, supervisors, managerial officers, or shareholders holding more than 10% of the total shares of the target company.
  • Implementing a share exchange under the Company Act, Article 156-3, in which new shares are issued to serve as the consideration for acquiring the shares of another public company.
  • Implementing a share swap under the M&A Act to obtain shares of another public company.
  • Other conditions in conformity with FSC regulations.
• In terms of the price offered and the form of the consideration, the same rules apply as in the case of a voluntary tender offer.