Woods Investment Company, Ltd. entered into a share swap agreement to acquire Taiwan Liposome Company, Ltd. (TPEX:4152) from a group of sellers for TWD 9.2 billion on July 5, 2021. As per terms of transaction, Woods Investment will issue Series B special shares to the common shareholders and American depositary shareholders of Taiwan Liposome Company in exchange for all the issued shares of Taiwan Liposome Company. The shareholders of the Taiwan Liposome Company having obtained the Series B Special Shares may elect to convert the Series B Special Shares into common shares of Woods Investment or the Woods Investment will repurchase ahead of the maturity date or redeem in whole upon the maturity of the Series B Special Shares at its issue price of TWD 100 per share. The sources of funds of Wood Investment with respect to its cancellation of its series B special shares are: (1) cash capital increase by issuing series A special shares; and (2) loan from TLC BioSciences Corp. The source of funds of the loan provided by TLC BioSciences Corp. is from the issuance of exchangeable note by Teal Sea Holding Corp. to PAG Growth Lynx Holding (BVI) Limited. After the completion of the restructuring of Woods Investment, the exchangeable not can be exchanged into preferred shares issued by TLC BioSciences Corp. Post completion, Taiwan Liposome will become a wholly owned subsidiary of Woods Investment. All the directors of Taiwan Liposome need to render their resignations on the Completion Date. The transaction is subject to approval of board of directors and shareholders of Taiwan Liposome, approval of the TPEx for delisting its shares from TPEx and the approval of the FSC for ceasing its status as a public company, chairman of Woods Investment having resolved, and the shareholders meeting having adopted the necessary resolution, to amend the articles of incorporation and issue the Series A Special Shares for capital increase. The audit committee of the Company acted as the special committee for merger and acquisition of the Company. On August 4, 2021, Taiwan Liposome Company, Ltd made a filing with the Taipei Exchange's Market Observation Post System for the amendment of share swap agreement regarding Special committee. Taiwan Liposome plans to discuss details of the stock swap transaction at the extraordinary general meeting scheduled for August 20, 2021. The transaction was approved by the Board of Taiwan Liposome on July 5, 2021. The transaction was approved by the shareholders of Taiwan Liposome on August 20, 2021. Transaction is expected to close on October 8, 2021. Ji-Sheng Qiu of Crowe (TW) acted as an accountant to Taiwan Liposome. EY Transaction Advisory Services Inc acted as fairness opinion provider to Taiwan Liposome.

Woods Investment Company, Ltd. completed the acquisition of Taiwan Liposome Company, Ltd. (TPEX:4152) from a group of sellers on October 8, 2021.