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. 3)
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. 3 TO SCHEDULE TO
This Amendment No. 3 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 as amended and supplemented by the Amendment No. 1 to the Schedule TO-I filed by the Company on December 19, 2023 and the Amendment No. 2 to the Schedule TO-I filed by the Company on December 20, 2023 (together with any amendments and supplements thereto and including the exhibits filed therewith, 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. 3, 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. 3. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 3 together with the Schedule TO (including the Amendment No. 1 and Amendment No. 2 thereto), the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:
“(c) On December 27, 2023, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 P.M., New York City time, on December 26, 2023. A copy of such press release is filed as Exhibit (a)(5)(B) to the Amendment No.3 and is incorporated by reference herein.”
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)(A)† | | | | |
| | (a)(5)(B)* | | | | |
| | (b) | | | Not Applicable. | |
| | (d)(1) | | | | |
| | (d)(2) | | | |
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| | (d)(3) | | | | |
| | (d)(4) | | | | |
| | (d)(5) | | | | |
| | (d)(6) | | | | |
| | (d)(7) | | | | |
| | (d)(8) | | | | |
| | (d)(9) | | | | |
| | (d)(10) | | | | |
| | (d)(11) | | | | |
| | (d)(12) | | | | |
| | (d)(13) | | | | |
| | (d)(14) | | | | |
| | (d)(15) | | | | |
| | (d)(16) | | | | |
| | (d)(17) | | | | |
| | (d)(18) | | | | |
| | (d)(19) | | | | |
| | (d)(20) | | | |
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| | (d)(21)† | | | | |
| | (g) | | | Not Applicable. | |
| | (h) | | | Not Applicable. | |
| | 107† | | | |
†
Previously filed.
*
Filed herewith.
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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 27, 2023
Perfect Corp.
By: /s/ Alice H. Chang
Name:
Alice H. Chang
Title:
Chief Executive Officer
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