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Taiwan Mobile Co., Ltd. (3045) announced on Aug. 12 that its board of directors had approved a tender offer through its wholly owned subsidiary, Taiwan Cellular Co., Ltd., for common shares of SYSTEX Corporation (6214), with a target of acquiring at least a 39% stake. Taiwan Mobile is currently SYSTEX’s largest single corporate shareholder, holding an 11.86% stake. Combined with the additional stake of at least 39% to be acquired through Taiwan Cellular, Taiwan Mobile’s total stake in SYSTEX will rise to more than 50.86%. The goal is to lead a deep ICT strategic alliance between SYSTEX and Taiwan Mobile’s enterprise services businesses in the AI era. By fully integrating information technology (IT) and communications technology (CT), the companies aim to create three major synergies — cross-selling, AI and regional expansion — and double their market share in the IT services industry. The management team expects the synergies to significantly contribute to Taiwan Mobile’s earnings per share (EPS) from the first year, with benefits increasing in subsequent years to maximize long-term value for shareholders. The transaction is also expected to provide SYSTEX shareholders who tender their shares with three key benefits: a premium, greater diversification and improved liquidity, while creating a fairer and more diversified competitive environment for the industry.
Under the tender offer, each SYSTEX common share tendered will be exchanged for 0.84 Taiwan Mobile common shares plus NT$92.5 in cash. Based on the closing prices of Taiwan Mobile and SYSTEX on Aug. 12, the implied acquisition value is approximately NT$184.5 per share, representing a premium of approximately 29.5%. The offer value also exceeds SYSTEX’s historical high of NT$172.5. Based on SYSTEX’s average closing price over the past quarter (60-day moving average), the premium is approximately 32.5%, while based on its six-month average closing price (120-day moving average), the premium is approximately 38.5%. The tender offer targets a minimum stake of 39% and a maximum of 58% in SYSTEX, with total consideration ranging from NT$19.58 billion to NT$29.13 billion. The total stock consideration required will range from 89,186,829 to 132,636,822 Taiwan Mobile common shares held by Taiwan Cellular, representing approximately 2.4% to 3.6% of Taiwan Mobile’s outstanding shares. Total cash consideration will range from NT$9.821 billion to NT$14.606 billion and will be funded by internal funds and loans from related parties within the Taiwan Mobile Group.
Taiwan Mobile’s three major growth engines in technology and telecommunications have been operating at a rapid pace, with the company repeatedly posting record results. As of July 2026, EPS had reached NT$3.32, up 23% year on year and ranking first among Taiwan’s telecommunications companies. Cumulative revenue reached NT$115.38 billion, consolidated operating profit totaled NT$14.00 billion, up 16% year on year, and net income after tax reached NT$10.09 billion, up 24%. Taiwan Mobile distributed cash dividends of approximately NT$4.74 per share for 2025, the highest level since 2020.
If the number of SYSTEX shares tendered reaches the 39% threshold — which, when combined with Taiwan Mobile’s existing 11.86% stake, would give Taiwan Mobile a total holding of more than 50% — and the Fair Trade Commission does not prohibit the business combination, the conditions for the tender offer will be fulfilled. The maximum stake covered by the tender offer is 58%, and the tender offer period will run from Aug. 18 to Oct. 6, 2026.
As of now, the tender offer has secured the support of SYSTEX’s three major shareholders and its chairman, who have signed tender commitments covering more than 10% of the company’s shares. Detailed terms and conditions are set out in the tender offer prospectus.
Three Major Synergies to Double IT Services Market Share and Boost Earnings
After Taiwan Mobile acquires more than 50% of SYSTEX, the two companies will accelerate the comprehensive integration of SYSTEX’s information technology (IT) capabilities with Taiwan Mobile’s communications technology (CT) capabilities, creating three major ICT synergies. The companies aim to double their market share in the enterprise IT services sector in the AI era, with contributions to Taiwan Mobile’s revenue and earnings expected to accelerate from the first year and increase in subsequent years.
Taiwan’s IT services market was worth approximately NT$659.6 billion in 2025, while the combined market share of the SYSTEX Group and Taiwan Mobile was just over 7%, leaving substantial room for growth. Since Taiwan Mobile first invested in SYSTEX in September 2024, the two companies have pursued a three-pronged strategy of complementary product portfolios, joint sales operations and joint expansion in Southeast Asia. They have launched nearly 50 enterprise solutions to date, generating business synergies worth tens of billions of New Taiwan dollars over two years, while the number of completed projects has increased more than tenfold year on year.
Once the deep strategic alliance is established, the two companies will have nearly 4,500 software and technology professionals and close to 1,000 sales personnel. With support from Taiwan Mobile, the alliance is expected to accelerate contributions to Taiwan Mobile’s EPS growth from the first year, with benefits continuing to increase from the second year onward. Long-term annual compound growth in enterprise IT services revenue could exceed 20%.
As enterprises accelerate digital transformation in the AI era, demand for integrated ICT services solutions is increasing rapidly. Taiwan Mobile and SYSTEX will jointly integrate algorithms, computing power and computational capabilities to realize the Ai4iA (AI for Industry Application) vision. Enterprises currently face limited access to computing resources, which has constrained the pace at which AI opportunities can be deployed. Taiwan Mobile’s AIDC development is ahead of its peers, and once its 25MW TAIDC01 facility becomes operational, it will support the development of SYSTEX’s Ai4iA business. The companies will continue to increase investments in AIDC and high-speed network infrastructure in key markets including Taiwan, Japan and Southeast Asia, jointly pursuing opportunities in enterprise AI and IT services.
Taiwan Mobile and SYSTEX have highly complementary regional development strategies in Asia, with both companies already expanding their presence in Japan and Southeast Asia. Following the formation of a deeper strategic alliance, the two companies will accelerate their joint expansion into regional markets and pursue greater international business opportunities.
Three Benefits for SYSTEX Shareholders
Through the tender offer for at least 39% of SYSTEX, Taiwan Mobile aims not only to create three major synergies through a deeper strategic alliance, but also to provide participating SYSTEX shareholders with three key benefits — a premium, greater diversification and improved liquidity. The company hopes all SYSTEX shareholders will support the transaction.
The tender offer will be structured with half of the consideration paid in cash and half in shares. SYSTEX shareholders will receive an implied value of NT$184.5 per share, representing a 29.5% premium, including immediate cash proceeds for half of their shares. The remaining consideration will be paid in Taiwan Mobile shares, allowing shareholders to participate in the future growth and dividend opportunities of Taiwan Mobile, as well as the synergies generated by the deeper strategic alliance between the two companies.
After the share exchange, SYSTEX shareholders will hold Taiwan Mobile common shares, effectively gaining exposure to the shares of three high-quality listed companies — SYSTEX, Taiwan Mobile and Fubon Media’s momo. This will allow shareholders to participate in the growth of all three companies while significantly increasing the diversification and defensive characteristics of their investment portfolios.
After the share exchange, SYSTEX shareholders will hold Taiwan Mobile common shares, which have higher market liquidity, significantly increasing the flexibility and options available for subsequent asset allocation.
Creating a Fairer and More Diversified Competitive Environment for the IT Services Industry
As enterprises enter the AI era, demand is shifting toward comprehensive ICT-integrated IT services solutions. The deeper strategic alliance between Taiwan Mobile and SYSTEX will create greater value for shareholders while providing the market with more diversified and competitive choices among IT services providers, thereby promoting greater market competition.
Support from Shareholders and Management Teams of Both Companies
The tender offer has received support from all private-sector shareholders among SYSTEX’s top five shareholders, excluding Taiwan Mobile and Taiwan Mobile Foundation, as well as support from SYSTEX Chairman Lin Lung-fen. Together, they have signed tender commitments covering more than 10% of SYSTEX’s shares.
Taiwan Mobile President Jamie Lin said that after nearly two years of close cooperation with SYSTEX, both sides have determined that they are the right partners for each other. With AI rapidly reshaping the market, now is also the right time to deepen their strategic alliance. The companies will actively maximize the three major synergies of cross-selling, AI and regional expansion. Taiwan Mobile is expected to gain additional momentum and accelerate its operations from the first year, with benefits increasing in subsequent years.
Lin said the tender offer will also provide SYSTEX shareholders with three major benefits — a premium, greater diversification and improved liquidity — making it a win-win proposal, and expressed his sincere hope that all shareholders will support the transaction. Meanwhile, the combination of Taiwan Mobile and SYSTEX will provide the enterprise IT services market with a new choice for integrated ICT solutions, enhance market competition, and is expected to receive regulatory approval as soon as possible.
Key Terms of the Tender Offer for SYSTEX by Taiwan Cellular Co., Ltd., a Wholly Owned Subsidiary of Taiwan Mobile
|
Item |
Details |
|---|---|
|
Tender Offeror |
Taiwan Cellular Co., Ltd. (a wholly owned subsidiary of Taiwan Mobile) |
|
Target |
Common shares of SYSTEX Corporation (6214) |
|
Maximum Number of Shares to be Acquired |
157,900,979 shares, representing approximately 58% of SYSTEX's outstanding shares |
|
Minimum Number of Shares to be Acquired |
106,174,796 shares (approximately 39%); if the minimum number is not reached, the tender offer will not be consummated |
|
Consideration |
For each share, NT$92.5 in cash + 0.84 Taiwan Mobile common shares, equivalent to approximately NT$184.5 per share |
|
Premium |
Approximately 29.5% premium based on the Aug. 12 closing price; approximately 32.5% premium based on the three-month average price; approximately 38.5% premium based on the six-month average price |
|
Tender Offer Period |
Aug. 18, 2026 to Oct. 6, 2026 |
|
Oversubscription |
Shares will be allocated on a pro rata basis in accordance with applicable regulations |
|
Commitments to Tender |
Commitments to tender shares have been obtained from shareholders representing more than 10% of the outstanding shares |
