Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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AU Optronics Corp.
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Date: February 5, 2020
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By:
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/s/ Benjamin Tseng
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Name:
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Benjamin Tseng
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Title:
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Chief Financial Officer
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AU Optronics Corp.
February
5, 2020
English Language
Summary
Subject:
Tender offer for common shares of ADLINK Technology Inc.
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Regulation:
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Published pursuant to Article
4-11 of the Taiwan Stock Exchange's Operating Procedures for the Publication of Material Information by Listed Companies
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Date
of events: 2020/02/05
1. Type of merger/acquisition
(e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):
Tender
Offer
2. Date of occurrence
of the event:
2020/02/05
3. Names of companies
participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company
in a spin-off, acquired company, or company whose shares are taken assignment of):
Tender
offer for common shares of ADLINK Technology Inc. (“ADLINK”)
4. Counterparty
(e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty
to the acquisition or assignment of shares):
The
shareholders of ADLINK who participate in the tender offer.
5. Relationship
between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%),
and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related
person, and whether it will affect shareholders' equity:
This
acquisition will be conducted through a tender offer at a uniform price. If a related party of the Company participates in the
tender offer, the company must not refuse or exclude it according to law. Therefore, the transaction counterparty may be a related
party.
6. Purpose/objective
of the merger/acquisitionation:
In
order to enhance competitiveness, the Company plans to cooperate with ADLINK to establish a strategic partnership for the Industrial
and Commercial AIoT Ecosystem.
7. Anticipated
benefits of the merger/acquisition:
The
strategic partnership between the two parties is expected to achieve complementary advantages, and to jointly fulfill the digital
transformation needs of customers in multiple fields from automation to intelligence.
8. Effect of the
merger or consolidation on net worth per share and earnings per share:
After
the completion of the tender offer, if the comprehensive effect can be brought into full play, it should have positive benefits
for the Company's future book value and earnings per share.
9. Share exchange
ratio and basis of its calculation:
(1)
Exchange Ratio: Not applicable. The tender offer consideration for each common share of ADLINK is NT$57 in cash.
(2)
Calculation basis: The tender offer consideration is determined after considering and analyzing the quantitative financial data
and market objective data, and also taking into account the premium rate in the tender offer cases. The Company has also engaged
an independent expert to issue fairness opinions on the tender offer consideration.
10. Do the CPA,
lawyer or underwriter issue an unreasonable opinion?:
Not
applicable
11. Name of the
CPA firm, law firm or underwriter’s company:
Crowe
(TW) CPAs (previously known as First Horwath & Company CPAs)
12. Name of the
CPA or lawyer:
Ji-Sheng
Qiu
13. The practice
certificate number of the CPA or lawyer:
Reference
No. Jin-Guan-Zheng-Shen-Zi-10200032833
14. Scheduled timetable
for consummation:
From
February 7, 2020 to March 12, 2020 (Taiwan time). Please note that the Company may file a registration statement with the Financial
Supervisory Commission according to law and make an announcement to extend the tender offer period, provided however that such
extension period(s) shall not exceed a total of 50 days. The tender accepting period is 9:00 a.m. to 3:30 p.m. (Taiwan time) each
business day during the tender offer period.
Within
five business days (including the fifth business day) after the completion date of the tender offer period (if extended, the completion
date of the extended tender offer period), if all the conditions of this tender offer are satisfied, and this tender offer is
not legally suspended, the consideration of this tender offer will be paid.
15. Matters related
to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
Not
applicable
16. Basic information
of companies participating in the merger:
Not
applicable
17. Matters related
to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company;
the total number and the types and volumesof the shares to be acquired by the split company or its shareholders; matters related
to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):
Not
applicable
18. Conditions
and restrictions on future transfers of shares resulting from the merger or acquisition:
None
19. Other important
stipulations:
None
20. Do the directors
have any objection to the present transaction?:
None
21. Is it related
to new business model?:
Not
applicable
22. Explanation
of new business model:
Not
applicable
23 .Transactions
with the counterparty for the past one year and the next year:
Not
applicable
24. Source of funds:
Cash
on hand
25. Any other matters
that need to be specified:
(1)
In order to proceed with this tender offer, it is proposed that the board of directors authorize the chairman to handle all necessary
procedures in relation to this tender offer and to take necessary actions in representation of the Company, including, but not
limited to, preparation and execution of the Public Tender Offer Prospectuses, negotiation, execution and delivery of all relevant
documents and agreements, and submission of relevant applications or filings to the competent authorities; and to handle all relevant
matters with full authority if this tender offer is in need of amendment (including, but not limited to, extension of the period)
due to the instruction of the competent authorities, market conditions, changes of the objective environment, insufficient time
to obtain the approval, permission or effective filing from the competent authorities, or any other justifiable reason.
(2)
Please refer to the prospectus for other detailed conditions of the tender offer. URL of the website for reviewing the prospectus:
a.
Market Observation Post System: http://mops.twse.com.tw/mops/web/t162sb01
(Market
Observation Post System/Investment section/Tender Offer)
b.
KGI Securities: http://www.kgieworld.com.tw