Amended Tender Offer/rights Offering Notification (cb/a)
August 26 2021 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
(AMENDMENT NO. 3)
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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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)
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Not for trading, but only in connection with the registration of the American Depositary Shares.
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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. (TLC, or the Subject Company) Notice of the First Extraordinary General Meeting of 2021 (the EGM) to consider, among others, the proposed
privatization previously mentioned in the Form 6-K dated July 6, 2021 (the Share Swap). This document was posted on the TLC company website on August 4, 2021.
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1.2*
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TLC Handbook for the First Extraordinary General Meeting of 2021 (the EGM Handbook) to consider, among others, the Share Swap. This document was posted on the TLC company website on August 4, 2021, and hard
copies of this document were circulated to shareholders in Taiwan on August 5, 2021.
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1.3**
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Cover note of the EGM Handbook (Exhibit 1.2) addressed to non-Taiwanese shareholders (not including ADS holders). This document was posted on the TLC company website together with the EGM
Handbook on August 4, 2021, and hard copies of the combined document were circulated to shareholders outside Taiwan on August 5, 2021.
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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 EGM Handbook (Exhibit 1.2). This document was posted on the TLC company website on August 4, 2021 as a supplement to the
EGM Handbook.
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1.5**
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Revised EGM Handbook. This document was posted on the TLC company website on August 6, 2021.
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1.6**
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Cover note of the Revised EGM Handbook (Exhibit 1.5) addressed to non-Taiwanese shareholders (not including ADS holders). This document was posted on the TLC company website together with the
Revised EGM Handbook on August 6, 2021.
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1.7**
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Cover note of the Revised EGM Handbook (Exhibit 1.5) addressed to ADS holders. This document was posted on the TLC company website together with the Revised Handbook on August 6, 2021, and an electronic copy of the combined
document was furnished to the ADS depositary for bulk print on August 6, 2021 and circulated to ADS holders by mail on or around August 6 2021.
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1.8***
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TLC Meeting Minutes for the First Extraordinary General Meeting of 2021. This document was posted on the TLC company website on August 26, 2021.
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2
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Previously filed with the Securities and Exchange Commission as an exhibit to Form 6-K on August 4, 2021 and incorporated by reference in this Form CB.
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**
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Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on August 6,
2021.
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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 26, 2021 and incorporated by reference in this Form CB.
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Item 2. Informational
Legends
The required legend is prominently included in Exhibits 1.2, 1.3, 1.5, 1.6 and 1.7.
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 Taipei Exchange through the Taipei Exchanges Market Observation Post System (MOPS), dated July 5, 2021, disclosing 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 Exchange through MOPS, dated July 6, 2021, confirming the venue of the rescheduled 2021 Annual General Meeting and the EGM.
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2.4***
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Filing with the Taipei Exchange through MOPS, dated July 22, 2021, disclosing certain information about the Share Swap.
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2.5****
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Filing with the Taipei Exchange through MOPS, dated August 4, 2021, disclosing the amendment of Share Swap Agreement, with the full document uploaded on the MOPS website.
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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 1.2) and the Revised EGM Handbook (Exhibit 1.5)). An electronic copy of this document was posted on the TLC
company website on August 4, 2021.
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2.7*****
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Filing with the Taipei Exchange through MOPS, dated August 6, 2021, disclosing the amendment of the EGM Handbook (Exhibit 1.5), with the full document uploaded on the MOPS website.
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2.8******
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Filing with the Taipei Exchange through MOPS, dated August 23, 2021, disclosing certain information about the Share Swap.
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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 incorporated 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 incorporated 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 incorporated 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 incorporated by reference in this Form CB.
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*****
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Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on August 6,
2021.
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******
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Previously furnished to the Securities and Exchange Commission as an exhibit to Form CB/A on August 24,
2021.
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3
PART III CONSENT TO SERVICE OF PROCESS
A written irrevocable consent and power of attorney on Form F-X was filed by Taiwan Liposome Company, Ltd. with the
Securities and Exchange Commission on August 5, 2021.
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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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Name:
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George Yeh
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Title:
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President
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Date: August 26, 2021
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