台新新光金控

The Board of Directors of each of Taishin FHC and Shin Kong FHC respectively held a board meeting today (11 September 2024) to pass a resolution approving an enhanced merger proposal between Taishin FHC and Shin Kong FHC by way of share exchange. Taishin FHC will issue 0.6720 ordinary shares and 0.175 H-class preferred shares in exchange for each 1 ordinary share of Shin Kong FHC; each H-class preferred share has a face value of NT$10 with an annual dividend yield of 1.665%, and will be redeemed at the issue price in 3 years. Taishin FHC will continue to issue G-class preferred share as previously announced in exchange for each existing preferred share of Shin Kong FHC.

Based on today’s closing price of Taishin FHC (NT$18.50) and the face value of the H-class preferred share, the enhanced exchange structure and price represents an implied consideration of NT$14.18 for each Shin Kong FHC share, representing a 25% increase compared to Taishin FHC’s previous proposal, or a 5% premium to today’s closing price of Shin Kong FHC (NT$13.50).

Since the initial announcement of the merger on 22 August 2024, Taishin FHC has further evaluated business prospects as well as potential synergies, which has reaffirmed its strong conviction that the combined entity will maximize value for both sets of shareholders, and has thus approved the enhanced merger proposal with an enhanced exchange structure and price today. The board of Shin Kong FHC has also reviewed extensively and approved the enhanced exchange structure and price. Both Taishin FHC and Shin Kong FHC are fully committed to delivering long-term value via a friendly merger.

Both parties look forward to creating a new financial holding company with complementary businesses, a balanced and steady growth profile under the leadership of the combined management teams with a shared corporate culture. Taishin FHC and Shin Kong FHC  will enable the development of  TS Financial Holding Co., Ltd. into a new leading brand in Taiwan's financial industry.