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Taiwan Mobile (3045), through its wholly owned subsidiary Taiwan Cellular Co., Ltd., began accepting tenders for its public tender offer for SYSTEX Corporation (6214) on Aug. 18 at 9 a.m., with the offer period running through 3:30 p.m. on Oct. 6. The tender offer covers a maximum of 157,900,979 shares, representing approximately 58% of SYSTEX’s total issued shares, with a minimum threshold of 106,174,796 shares, or approximately 39%. Taiwan Mobile has so far secured tender commitments covering 38,461,385 SYSTEX shares, or approximately 14.13% of the company’s issued shares, from SYSTEX Chairman Lin Lung-fen, two other directors and five major shareholders.
Lin Lung-fen said the integration of telecommunications and information technology is a global trend, and that the tender offer will further deepen the strategic alliance between SYSTEX and Taiwan Mobile, creating competitive advantages for Taiwan’s industries as they expand overseas. Since the two companies began working together in 2024, they have demonstrated complementary strengths in enterprise services, AI and overseas markets. Going forward, the companies will integrate algorithms, computing power and computational capabilities to expand the capabilities and market reach of SYSTEX’s Ai4iA services, creating longer-term value for customers, employees and shareholders.
Three Key Benefits for SYSTEX Shareholders: Premium Value, Greater Diversification and Improved Liquidity
Under the tender offer, all eligible SYSTEX shareholders, regardless of the number of shares they hold, will receive the same terms. For each SYSTEX common share, shareholders may receive NT$92.5 in cash plus 0.84 Taiwan Mobile common shares. The combination of cash and stock consideration allows shareholders to realize part of their gains while continuing to participate in the accelerated growth expected from the deeper strategic partnership by holding Taiwan Mobile shares. The tender offer provides three key benefits to participating SYSTEX shareholders:
Taiwan Mobile also raised its full-year outlook at an investor conference on Aug. 14. Excluding the impact of the current tender offer, the forecast growth in consolidated operating profit was raised from the previous estimate of 1% to 2% to 7% to 9%, while the growth forecast for telecommunications operating profit was raised from 4% to 6% to 13% to 15%, highlighting the earnings momentum generated by its diversified business strategy in the AI era.
Three Key Synergies Target Enterprise Services Revenue of NT$100 Billion Within Three Years and Doubling Information Services Market Share Within Six Years
Following a deeper strategic alliance, Taiwan Mobile and SYSTEX will further integrate SYSTEX’s information technology (IT) capabilities with Taiwan Mobile’s communications technology (CT) capabilities, amplifying three major synergies: cross-selling, AI and regional expansion. The two companies currently have a combined market share of more than 7% in information services, with a goal of doubling that share within six years. Their enterprise services revenue is targeted to reach NT$100 billion within as little as three years.
Fair Trade Commission Filing Completed on Aug. 13; Ability to Fund Consideration Confirmed
Taiwan Mobile filed a business combination notification with the Fair Trade Commission on Aug. 13. If the tender offer reaches the maximum number of shares, the total stock consideration required will be 132,636,822 Taiwan Mobile common shares. The stock consideration will come entirely from Taiwan Mobile shares already held by Taiwan Cellular and will not involve the issuance of new shares. The total cash consideration will be approximately NT$14.606 billion. PwC Taiwan has assessed the source of funds and issued a confirmation stating that the tender offeror has the ability to fulfill its payment obligations.
The tender offer is conditional upon valid tenders reaching the minimum acquisition threshold of 106,174,796 shares, representing approximately 39% of SYSTEX’s issued shares, as well as obtaining a decision from the Fair Trade Commission not to prohibit the business combination.
Tender Offer Officially Begins Aug. 18; Deadline Is 3:30 p.m. on Oct. 6
SYSTEX shareholders, regardless of the number of shares they hold, may participate in the tender offer during the offer period from Aug. 18 through Oct. 6. Shares may be tendered through one of the following methods: first, by visiting or calling a branch of the shareholder’s securities brokerage firm; second, through the brokerage firm’s app using the “TDCC Operations — Tender Offer Deposit” function; or third, through the brokerage firm’s website. Foreign investors should contact their custodian banks. Application procedures and processing hours may vary among securities brokers and custodian banks, and shareholders should confirm the details in advance.
Only shares that have been deposited with the Taiwan Depository & Clearing Corporation (TDCC) will be accepted. Physical SYSTEX share certificates will not be accepted. Shareholders who still hold physical certificates must first visit SYSTEX’s stock affairs agent to convert the certificates into book-entry shares and deposit them into the designated securities brokerage account before tendering. Each shareholder may tender through only one TDCC account. Shares purchased through margin financing must be fully repaid before they can be tendered. If the number of validly tendered shares exceeds the maximum number of shares to be acquired, shares will be allocated on a pro rata basis to the nearest whole share, with any untendered shares returned to shareholders.
The delivery of stock consideration, treatment of fractional shares, taxes and fees, and settlement schedule will be governed by the official announcement and tender offer prospectus. For inquiries regarding the tender offer, shareholders may contact the appointed institution, Yuanta Securities, at (02) 2586-5859. Further information is also available on Taiwan Mobile’s official website: Taiwan Mobile tender offer information
