SEC Form SC TO-I/A filed by Perfect Corp. (Amendment)
$PERF
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No.1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
PERFECT CORP.
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Class A Ordinary Shares, Par Value $0.10 Per Share
(Title of Class of Securities)
G7006A109
(CUSIP Number of Class of Securities)
Iris Chen
14F, No. 98 Minquan Road Xindian District
New Taipei City 231 Taiwan
Telephone: +886-2-8667-1265
14F, No. 98 Minquan Road Xindian District
New Taipei City 231 Taiwan
Telephone: +886-2-8667-1265
(Name, address and telephone number of person authorized to receive notices
and communication on behalf of the filing person)
and communication on behalf of the filing person)
Copy to:
Ching-Yang Lin, Esq.
Sullivan & Cromwell (Hong Kong) LLP
20th Floor, Alexandra House
18 Chater Road, Central
Hong Kong
+852-2826-8688
Ching-Yang Lin, Esq.
Sullivan & Cromwell (Hong Kong) LLP
20th Floor, Alexandra House
18 Chater Road, Central
Hong Kong
+852-2826-8688
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
third-party tender offer subject to Rule 14d-1.
☒
issuer tender offer subject to Rule 13e-4.
☐
going-private transaction subject to Rule 13e-3.
☐
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2023 (together with any amendments and supplements thereto, the “Schedule TO”) by Perfect Corp., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), to purchase up to 16,129,032 Class A Ordinary Shares, par value $0.10 per share, of the Company that are issued and outstanding at a price of $3.10 per share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 27, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), filed as Exhibit (a)(1)(A) to the Schedule TO, and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) filed as Exhibit (a)(1)(B) to the Schedule TO.
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 2. Subject Company Information.
The information set forth in Item 2(c) is hereby amended and supplemented by the following:
The table showing the high and low sales prices per share in Section 7 (“Price Range of the Shares; Dividends”) of the Offer to Purchase on page 22 is hereby deleted in its entirety and replaced with the following:
| | | |
Fiscal Year Ending December 31, 2023
|
| |||||||||
| | | |
High
|
| |
Low
|
| ||||||
|
First Quarter
|
| | | $ | 8.38 | | | | | $ | 5.31 | | |
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Second Quarter
|
| | | | 6.75 | | | | | | 4.00 | | |
|
Third Quarter
|
| | | | 5.05 | | | | | | 2.60 | | |
|
Fourth Quarter (till November 24, 2023)
|
| | | | 3.30 | | | | | | 2.20 | | |
| | | |
Fiscal Year Ending December 31, 2022
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| |||||||||
| | | |
High
|
| |
Low
|
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|
First Quarter(1)
|
| | | | 9.87 | | | | | | 9.69 | | |
|
Second Quarter(1)
|
| | | | 10.30 | | | | | | 9.82 | | |
|
Third Quarter(1)
|
| | | | 10.40 | | | | | | 9.84 | | |
|
Fourth Quarter(1)
|
| | | | 21.03 | | | | | | 4.90 | | |
| | | |
Fiscal Year Ending December 31, 2021
|
| |||||||||
| | | |
High
|
| |
Low
|
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|
Fourth Quarter (from November 25, 2021)(1)
|
| | | | 9.85 | | | | | | 9.69 | | |
(1)
We commenced trading our Class A Ordinary Shares on the NYSE under the symbol “PERF” on October 31, 2022, upon the consummation of the previously announced business combination with Provident on October 28, 2022. See Section 9. The high and low sales price per share before October 31, 2022 set forth herein are based on the price of Provident’s Class A ordinary shares under the symbol “PAQC” as reported by the Nasdaq.
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Item 4. Terms of the Transaction.
The information set forth in Item 4 is hereby amended and supplemented by the following:
(1)
The section captioned “Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects.” in Section 3 (“Procedures for Tendering Shares”) of the Offer to Purchase on page 18 is hereby deleted in its entirety and replaced with the following:
“Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. The Company will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for purchase of any tender of shares, and its determination will be final and binding on all parties, subject to any Offer participant’s disputing such determination in a court of competent jurisdiction. The Company reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for purchase of or payment for which the Company determines may be unlawful. The Company also reserves the right to waive any defect or irregularity in any tender with respect to any particular share or any particular shareholder, and the Company’s interpretation of the terms of the Offer will be final and binding on all parties, subject to any Offer participant’s disputing such determination in a court of competent jurisdiction. No tender of shares will be deemed to have been properly made until the shareholder cures, or the Company waives, all defects or irregularities. None of the Company, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.”
(2)
The second and third paragraphs in Section 6 (“Conditions of the Offer”) of the Offer to Purchase on page 22 are hereby deleted in its entirety and replaced with the following:
“The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions (other than conditions that are proximately caused by our action or failure to act), and may be waived by us, in whole or in part, in our reasonable discretion prior to the Expiration Time. As of the date of this Offer to Purchase, we are not aware that any approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer has not been obtained on terms satisfactory to us in our reasonable discretion, as well as that any of the conditions in this Section 6 exist or are reasonably likely to exist on or before the Expiration Time of the Offer. To the extent that we become aware that any of the conditions set forth above exist or are incapable of being satisfied, the Company will promptly advise the shareholders of such condition in the form of an amendment to the tender offer and promptly advise whether the Company elects to waive such condition and, if necessary, extend the Expiration Time of the Offer.
Any determination by us concerning the events described above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination in a court of competent jurisdiction.”
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Item 12. Exhibits
| | (a)(1)(A)† | | | | |
| | (a)(1)(B)† | | | | |
| | (a)(1)(C)† | | | | |
| | (a)(1)(D)† | | | | |
| | (a)(1)(E)† | | | | |
| | (a)(2) | | | Not Applicable. | |
| | (a)(3) | | | Not Applicable. | |
| | (a)(4) | | | Not Applicable. | |
| | (a)(5)† | | | | |
| | (b) | | | Not Applicable. | |
| | (d)(1) | | | | |
| | (d)(2) | | | | |
| | (d)(3) | | | | |
| | (d)(4) | | | | |
| | (d)(5) | | | | |
| | (d)(6) | | | | |
| | (d)(7) | | | | |
| | (d)(8) | | | | |
| | (d)(9) | | | | |
| | (d)(10) | | | | |
| | (d)(11) | | | | |
| | (d)(12) | | | |
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| | (d)(13) | | | | |
| | (d)(14) | | | | |
| | (d)(15) | | | | |
| | (d)(16) | | | | |
| | (d)(17) | | | | |
| | (d)(18) | | | | |
| | (d)(19) | | | | |
| | (d)(20) | | | | |
| | (d)(21)† | | | | |
| | (g) | | | Not Applicable. | |
| | (h) | | | Not Applicable. | |
| | 107† | | | |
†
Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 19, 2023
Perfect Corp.
By:
/s/ Alice H. Chang
Name: Alice H. Chang
Title: Chief Executive Officer
Title: Chief Executive Officer
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