SEC Comment Letter 0000000000-23-013571 to Perfect Corp. (PERF, PERF-WT) (CIK 0001899830) (PERF)
Perfect Corp. (PERF, PERF-WT) (CIK 0001899830)
Date: Dec. 13, 2023 · CIK: 0001899830 · Accession: 0000000000-23-013571
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo December 13, 2023 Iris Chen Head of Finance and Accounting Perfect Corp. 14F, No. 98 Minquan Road Xindian District New Taipei City 231 Taiwan Re:Perfect Corp. Schedule TO-I Filed November 27, 2023 File No. 005-93810 Dear Iris Chen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Schedule TO-I filed November 27, 2023 Purpose of the Offer; Certain Effects of the Offer; Other Plans, page 13 1.We note your disclosure that the Offer will allow large shareholders "(particularly those who, because of the size of their shareholdings, might not be able to sell their shares without potential disruption to the share price)" to obtain liquidity. We further note that Taobao China Holding Limited, one of the Company's largest shareholders, and other insiders intend to tender 11,364,596 shares into the Offer, and that such tender would represent a significant portion of the total number of shares sought. To the extent that affiliates such as Taobao participating in initiating the Offer or negotiating its terms, please expand to describe this background. Procedures for Tendering Shares, page 15 2.We note your disclosure on page 18 that: "the Company’s interpretation of the terms of the Offer will be final and binding on all parties." Please revise this statement (and similar
FirstName LastNameIris Chen Comapany NamePerfect Corp. December 13, 2023 Page 2 FirstName LastName Iris Chen Perfect Corp. December 13, 2023 Page 2 statements throughout the Offer to Purchase) to clarify that shareholders may challenge your determinations in a court of competent jurisdiction. Conditions of the Offer, page 20 3.We note the following disclosure on page 22: "The conditions . . . may be waived by us, in whole or in part, at any time and from time to time in our reasonable discretion prior to the Expiration Time." If an event occurs that implicates an offer condition, an offeror must promptly inform security holders whether they will waive the condition and continue with the Offer, or terminate the Offer based on that condition. In this respect, reserving the right to waive a condition "at any time and from time to time" is inconsistent with your obligation to inform security holders promptly if events occur that "trigger" an offer condition. Please revise here and in the next paragraph on page 22, where you state that "[o]ur failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right and each such right will be deemed an ongoing right that may be asserted at any time and from time to time . . . ." Price Range of the Shares; Dividends, page 22 4.Revise to state the high and low sales prices for the shares for each quarter during the past two years. Refer to Item 1002(c) of Regulation M-A. General 5.Please explain in your response letter why pro forma financial information required by Item 1010(b) of Regulation M-A and Item 10 of Schedule TO is not material in the context of this Offer. Otherwise, please revise to include it. In this regard, we note that the Company is offering to repurchase up to 15.9% of its outstanding shares, and that, due to the stated intentions of affiliates and large shareholders to tender, the offer is likely to be fully subscribed. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Christina Chalk at 202-551-3263 or Laura McKenzie at 202-551-4568. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
Show Raw Text
United States securities and exchange commission logo
December 13, 2023
Iris Chen
Head of Finance and Accounting
Perfect Corp.
14F, No. 98 Minquan Road Xindian District
New Taipei City 231 Taiwan
Re:Perfect Corp.
Schedule TO-I
Filed November 27, 2023
File No. 005-93810
Dear Iris Chen:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed November 27, 2023
Purpose of the Offer; Certain Effects of the Offer; Other Plans, page 13
1.We note your disclosure that the Offer will allow large shareholders "(particularly those
who, because of the size of their shareholdings, might not be able to sell their shares
without potential disruption to the share price)" to obtain liquidity. We further note that
Taobao China Holding Limited, one of the Company's largest shareholders, and other
insiders intend to tender 11,364,596 shares into the Offer, and that such tender would
represent a significant portion of the total number of shares sought. To the extent that
affiliates such as Taobao participating in initiating the Offer or negotiating its terms,
please expand to describe this background.
Procedures for Tendering Shares, page 15
2.We note your disclosure on page 18 that: "the Company’s interpretation of the terms of
the Offer will be final and binding on all parties." Please revise this statement (and similar
FirstName LastNameIris Chen
Comapany NamePerfect Corp.
December 13, 2023 Page 2
FirstName LastName
Iris Chen
Perfect Corp.
December 13, 2023
Page 2
statements throughout the Offer to Purchase) to clarify that shareholders may challenge
your determinations in a court of competent jurisdiction.
Conditions of the Offer, page 20
3.We note the following disclosure on page 22: "The conditions . . . may be waived by us, in
whole or in part, at any time and from time to time in our reasonable discretion prior to the
Expiration Time." If an event occurs that implicates an offer condition, an offeror
must promptly inform security holders whether they will waive the condition and continue
with the Offer, or terminate the Offer based on that condition. In this respect, reserving
the right to waive a condition "at any time and from time to time" is inconsistent with
your obligation to inform security holders promptly if events occur that "trigger" an
offer condition. Please revise here and in the next paragraph on page 22, where you state
that "[o]ur failure at any time to exercise any of the foregoing rights will not be deemed a
waiver of any right and each such right will be deemed an ongoing right that may be
asserted at any time and from time to time . . . ."
Price Range of the Shares; Dividends, page 22
4.Revise to state the high and low sales prices for the shares for each quarter during the past
two years. Refer to Item 1002(c) of Regulation M-A.
General
5.Please explain in your response letter why pro forma financial information required by
Item 1010(b) of Regulation M-A and Item 10 of Schedule TO is not material in the
context of this Offer. Otherwise, please revise to include it. In this regard, we note that the
Company is offering to repurchase up to 15.9% of its outstanding shares, and that, due to
the stated intentions of affiliates and large shareholders to tender, the offer is likely to be
fully subscribed.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263 or Laura McKenzie at
202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions