Tender Offer/rights Offering Notification (cb)
2021年8月6日 - 3:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
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Securities Act Rule 801 (Rights Offering)
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☐
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Securities Act Rule 802 (Exchange Offer)
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☒
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Exchange Act Rule 13e-4(h)(8) (Issuer Tender
Offer)
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☐
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Exchange Act Rule 14d-1(c) (Third Party Tender
Offer)
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☐
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Exchange Act Rule 14e-2(d) (Subject Company
Response)
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☐
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Filed or submitted in paper if permitted by Regulation S-T
Rule 101(b)(8)
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☐
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Note: Regulation S-T Rule 101(b)(8) only permits the filing or submission of a Form CB
in paper by a party that is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
台灣微脂體股份有限公司
(Name of Subject Company)
Taiwan
Liposome Company, Ltd.
(Translation of Subject Companys Name into English (if applicable))
Republic of China
(Jurisdiction of Subject Companys Incorporation or Organization)
Taiwan Liposome Company, Ltd.
(Name of Person(s) Furnishing Form)
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Title of each class
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Trading Symbol
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Name of each exchange on which
registered
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American Depositary Shares (ADSs), each representing two common shares, par value NT$10 per common share
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TLC
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The Nasdaq Global Market
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Common shares, par value NT$10 per share *
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4152
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The Nasdaq Global Market*
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*
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Not for trading, but only in connection with the registration of the American Depositary Shares.
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874038102**
(CUSIP Number of Class of Securities (if applicable))
George Yeh
President
Taiwan Liposome Company, Ltd.
11F-1, No. 3 Yuanqu Street
Nangang District,
Taipei
City, Taiwan 11503
Republic of China
+886 2 2655 7377
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
Not applicable.
(Date
Tender Offer/Rights Offering Commenced)
PART I INFORMATION SENT TO SECURITY HOLDERS
Item 1. Home Jurisdiction Documents
The following
documents are attached as exhibits to this Form CB:
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Exhibit Number
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Exhibit Description
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1.1*
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Taiwan Liposome Company, Ltd. Notice of the First Extraordinary General Meeting of 2021 to consider, among others, the proposed privatization previously mentioned in the Form 6-K dated
July 6, 2021.
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1.2*
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Taiwan Liposome Company, Ltd. Handbook for the First Extraordinary General Meeting of 2021 to consider, among others, the proposed privatization previously mentioned in the Form 6-K dated
July 6, 2021. (Version for Taiwanese shareholders)
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1.3
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Cover note of the Handbook (Exhibit 1.3) addressed to non-Taiwanese shareholders (not including ADS holders)
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1.4*
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First Amendment to the Share Swap Agreement, dated August 4, 2021, included as a supplement to the Handbook (Exhibit 1.3).
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*
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on August 4, 2021 and incorporation by reference in this Form CB.
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Item 2.
Informational Legends
The required legend is prominently included in Exhibits 1.3 and 1.4.
PART II INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
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Exhibit Number
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Exhibit Description
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2.1*
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Press release, dated July 5, 2021, entitled TLC Announces Details of Stock Swap Transactions.
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2.2*
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Filings with the Taiwan stock exchange, dated July 5, 2021, including the minutes of the Q&A session in the press conference.
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2.3**
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Filings with the Taipei Exchanges Market Observation Post System, dated July 6, 2021, to confirm the venue of the rescheduled 2021 Annual General Meeting and an Extraordinary General Meeting to consider, among others, the
proposed privatization previously mentioned in the Form 6-K dated July 6, 2021.
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2.4***
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Filing with the Taipei Exchanges Market Observation Post System, dated July 22, 2021, for the privatization transaction previously mentioned in the Form 6-K dated July 6,
2021.
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2.5****
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Filing with the Taipei Exchanges Market Observation Post System, dated August 4, 2021, for the amendment of Share Swap Agreement.
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2.6
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Q&A of Share Swap and the Restructuring as of August 4, 2021 (incorporated by reference in the Handbook (Exhibit 1.3)).
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*
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on July 6, 2021 and incorporation by reference in this Form CB.
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**
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on July 8, 2021 and incorporation by reference in this Form CB.
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***
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on July 22, 2021 and incorporation by reference in this Form CB.
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****
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on August 4, 2021 and incorporation by reference in this Form CB.
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PART III CONSENT
TO SERVICE OF PROCESS
Taiwan Liposome Company, Ltd. is submitting to the Securities and Exchange Commission a written irrevocable consent and power of
attorney on Form F-X dated August 5, 2021 concurrently with the furnishing of this Form CB.
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SIGNATURES
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.
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TAIWAN LIPOSOME COMPANY, LTD.
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By:
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/s/ George Yeh
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Name:
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George Yeh
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Title:
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President
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Date: August 5, 2021
3
Taiwan Liposome (NASDAQ:TLC)
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