Fubon Financial

Fubon FHC announces the extension of tender offer period for JihSun FHC to March 23, 2021

2021.01.29

Fubon Financial Holding Co., Ltd. (“Fubon FHC”) today announces that it has applied to extend the tender offer period deadline for the purchase of JihSun Financial Holding Co., Ltd. (“JihSun FHC”) common shares by 50 days, from February 1 to March 23. One of the conditions for the completion of the tender offer is obtaining the approval from the Fair Trade Commission (“FTC”), therefore, an application was submitted on December 21, 2020 and is currently under review by the FTC. As Fubon FHC has not yet received the FTC’s approval, it has applied to the Financial Services Commission to extend the tender offer period as per regulations. Fubon FHC wishes to provide sufficient time for shareholders to prudently assess the tender offer and looks forward to all shareholders participating in the tender.

The tender offer price is NT$13.0 per common share in cash, for up to 3,772,452,281 shares (representing 100% of JihSun FHC’s outstanding common shares) with a minimum threshold of 1,886,603,386 shares (representing 50.01% of outstanding common shares). The tender offer is conditioned upon receiving the minimum number of tendered shares and the FTC’s approval.

Fubon FHC reiterates its view that the tender offer is expected to create a win-win-win scenario for JihSun FHC’s shareholders, customers and employees and sincerely urges all shareholders to tender their shares within the prescribed time period.

For JihSun FHC shareholders, the tender offer price of NT$13 per share represents a 24.8% premium over the average closing price over the 20 trading days prior to the announcement date on December 18, and provides fair and equal terms to all shareholders, allowing both majority and minority shareholders an opportunity to realize their gains. Additionally, Ernest & Young issued a fairness opinion report on the tender offer price, which found that the price is reasonable to the shareholders of both JihSun FHC and Fubon FHC. Also, the premium is in line with other Taiwan tender offer precedents and financial industry control transactions in other Asian countries over the last several years.

Fubon FHC anticipates providing more comprehensive services to JihSun FHC’s customers through integration with the Fubon Group’s resources and multi-sector service platform. Fubon FHC reiterates its belief that employees are a company’s most important asset and respects employees’ existing rights and benefits. JihSun employees will have access to more opportunities across the Fubon Group and can be a part of Fubon FHC’s future growth.

Fubon FHC maintains a spirit of openness, transparency and fairness in its tender offer to acquire the shares of JihSun FHC and expects a successful merger to not only build a stronger banking and securities businesses and realize scale economies, but also support the Taiwan government’s financial holdings merger policy as well as advance industry consolidation and create synergies. Fubon FHC sincerely urges JihSun FHC’s shareholders and stakeholders to support the tender offer and together create a winning outcome.