EX-8.3 5 dp63280_ex0803.htm EXHIBIT 8.3
 Exhibit 8.3
 


Project Island

Presentation to Special Committee to the Board

January 21, 2016

Confidential -- For Discussion and General Information Purposes Only


 

 
 

Disclaimer

These materials are provided solely for the information of the Special
Committee of the Board of Directors (the "Special Committee") of Barbados, Ltd.
(the "Company" or "Barbados") by
Wells Fargo Securities, LLC ("Wells Fargo Securities") in connection with a
potential merger (the "Transaction") involving the Company and Tahiti, Inc.
("Tahiti"). These materials are for discussion purposes only, are incomplete
without reference to, and should be viewed solely in conjunction with, the oral
briefing provided by Wells Fargo Securities and may not be relied upon by any
security holder of the Company or any other third party for any purpose
whatsoever. These materials were prepared for a specific use by specific
persons and were not prepared with a view to public disclosure or to conform
with any disclosure standards under securities laws or otherwise. These
materials were not prepared for use by readers not as familiar with the
businesses and affairs of the Company and Tahiti as the Special Committee and,
accordingly, none of the Special Committee, the Company, Wells Fargo Securities
or their respective advisors takes any responsibility for these materials if
used by persons other than the Special Committee.

These materials were provided on a confidential basis solely for the
information of the Special Committee and may not be disclosed to or shared with
others, in whole or in part, or summarized or otherwise referred to except as
agreed to in writing by Wells Fargo Securities. Notwithstanding the foregoing,
Wells Fargo Securities imposes no restrictions on the disclosure by the Company
(including its employees, representatives and agents) of the tax treatment or
tax structure of any transaction, including those portions of any materials
containing such information that are provided by Wells Fargo Securities to the
Company. Any tax statement contained in these materials is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding any
penalties under the United States Internal Revenue Code or other tax related
penalties or (ii) promoting, marketing, or recommending the transaction or
matters to which the statement relates. Each taxpayer should seek advice based
on the taxpayer's particular circumstances from an independent tax advisor.
Wells Fargo Securities is not an expert on, and nothing contained herein should
be construed as advice with regard to, legal, accounting, regulatory, insurance
or tax matters.

These materials necessarily are based on financial, economic, market and other
conditions as in effect on, and the information made available to us as of, the
date of these materials.
None of the Special Committee, the Company or Wells Fargo Securities undertakes
any obligation to update, revise or reaffirm these materials. Any views
expressed in these materials are subject to change without notice and may
differ from or be contrary to other views expressed by Wells Fargo Securities
or its affiliates. These materials are not intended to provide the sole basis
for evaluation of the Transaction, do not purport to contain all information
that may be required and should not be considered a recommendation with respect
to the Transaction. The analyses contained in these materials must be
considered as a whole. Selecting portions of the analyses, without considering
all analyses, would create an incomplete view and may be misleading. The
analyses, the order in which they are presented and the results thereof do not
represent relative importance or weight given to them by Wells Fargo
Securities. The implied reference ranges indicated by Wells Fargo Securities'
analyses are illustrative and not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than those suggested by the analyses. In addition, any analyses
relating to the value of assets, businesses or securities do not purport to be
appraisals or to reflect the prices at which businesses or securities actually
may be sold or acquired, which may depend on a variety of factors, many of
which are beyond the control of Wells Fargo Securities. In preparing these
materials, Wells Fargo Securities has not conducted any physical inspection or
independent appraisal or evaluation of any of the assets, properties or
liabilities (contingent or otherwise) of the Company or any other participant
in the Transaction, and Wells Fargo Securities was not provided with any such
appraisal or evaluation.

Wells Fargo Securities has assumed and relied upon the accuracy and
completeness of the financial and other information obtained from management of
the Company and other participants in the Transaction and public sources
without assuming any responsibility for independent verification of such
information, makes no representation or warranty (express or implied) in
respect of the accuracy or completeness of such information and has further
relied upon the assurances of the Company and other participants in the
Transaction that they are not aware of any facts or circumstances that would
make such information inaccurate or misleading. To the extent such information
includes estimates and forecasts of future financial performance (including
estimates of potential cost savings and synergies) prepared by or reviewed or
discussed with management of the Company, other participants in the Transaction
or obtained from public sources, we have assumed that such estimates and
forecasts have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of such management (or, with respect to
estimates and forecasts obtained from public sources, represent reasonable
estimates). Wells Fargo Securities takes no responsibility for such estimates
or forecasts or the assumptions on which they are based. In addition, Wells
Fargo Securities has relied upon and assumed, without independent verification,
that the final forms of the draft documents reviewed by Wells Fargo Securities
will not differ in any material respect from such draft documents.

Wells Fargo Securities is the trade name for certain capital markets and
investment banking services of Wells Fargo and Company and its subsidiaries,
including Wells Fargo Securities, LLC, member FINRA and SIPC.

Project Island 2

 

 
 

Table of Contents

I. Proposed Transaction Summary II. Tahiti Overview III. Barbados Overview IV.
Financial Analysis Appendix

This document and any other materials accompanying this document (collectively,
the "Materials") are provided for general informational purposes only. By
accepting any Materials, the recipient acknowledges and agrees to keep the
Materials confidential and not to distribute the Materials to any other party.
[C]2016 Wells Fargo Securities. All Rights Reserved.

Project Island 3

 

 
 

Proposed Transaction Summary

 

 
 

Proposed Transaction Terms




($ in USD)
              Parties    * "Barbados" Ltd., a Bermuda corporation listed on the NASDAQ, and "Tahiti" Inc., a Republic of China
 ("ROC", "Taiwan") corporation
                           listed on the Taiwan Stock Exchange
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
          Transaction    * Barbados to merge into Tahiti, with Tahiti being the surviving company in the merger ("The Merger")
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
                         * Stock consideration per Barbados share of 0.9355 newly issued Tahiti American Depository Shares ("the
 Exchange Ratio") representing
                           18.71 Tahiti common shares ("Share Consideration")
                                   * Each American Depository Share ("ADS") represents 20 Tahiti common shares
  Merger Consideration             * Represents $16.48(1) value per share
                         * Cash consideration of $3.71 ("Cash Consideration")
                         * Represents $20.19(2) total value per share ("Merger Consideration", "Per Share Value")
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
    Newly Issued ADSs    * Stock portion of deal to be paid in the form of ADSs to be listed on the NASDAQ
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
                         * All Barbados options and SARs, whether vested or unvested, shall be treated in accordance with the terms
 of the applicable grant or
     Options and Stock     award agreement and Barbados Share Plan and be cancelled and converted into the right to receive an
 amount in cash, without interest
                           thereon, equal to the product of (x) total number of Barbados shares subject to such Barbados Share
 Option or SAR immediately prior
     Appreciation Rights   the Effective Time and (y) the excess, if any, of the Per Share Value over the exercise price per
 Barbados share of such cancelled Barbados
                           Share Option or SAR, less applicable withholding taxes
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
      Termination Fee    * Termination Fee of $20 million
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
   Reverse Termination
                 Fee     * Reverse Termination Fee of $40 million
------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
----------
                         * Barbados and Tahiti shareholder approvals
  Conditions to Closing  * SEC approvals, ROC approvals, Bermuda approvals and any other governmental authority having competent
 jurisdiction
                         * Taiwan Stock Exchange and NASDAQ approvals for ADS program
Sources: Draft Merger Agreement (DPW Draft 1/16/16), Tahiti management
(1) Converted from NTD to USD using the exchange rate of 33.540 ("Assumed Exchange Rate") as of 1/19/16 and using Tahiti share price
 as of 1/19/16
(2) Merger Consideration defined as sum of Share Consideration and Cash Consideration
------------------------------------------------------------------------------------------------------------------------------------
----------------------------------



 

 
 

Transaction T ahit Overview i





 ($ inTUSD; $ and Shareshin Millions,texcepti perShareshare data)                                  Pric e

                                                                                                                  Barbados
                                              Cash
               Transaction Summary
 Sources and Uses
                                                                                                                  T ahit i Cash
-------------- ------------------ ----------- --------------------------------------------
 -----------------------------------------------------------------------------------------------------------------------------------
-
      Cash Consideration T ahit i ADSs
     Cash                         Considerat ion                                                                                 per
                                          Share
      Purchase Price Per Share
     T ot al Considerat ion
 per                                          Share
--------------------------------------------------------------------------------------------------------------------------------
 -------------------------------------------- -----------------------------------------------------
     Barbados Premium Shares t o BermudaT ot Out al Sourc st anding Sharees
     T ot 1-al Day Merger ($16. Considerat 93) ion
                      30-Implied Day Premiums    Average CashTahiti ($18.4 Capitalization Table 66)
                      60- Day                    Average
 ($18.93)
                      90- Day                    AverageSenior($18.Debt67) 4
                      120- Day                                                             Average T (ot) ($18. al Senior 12)
                      180- Day                                                             AverageMarket($17.Capit92)al
                      52- Week                                                               High ($25.30)
                                                                                                                  T ot al
 Capit aliz
                      52- Week                                                               Low ($14.89)

 -----------------------------------------------------------------------------------------------------------------------------------
-----
                                                                                             Tahiti Ownership

                          Current                                                              Pro Forma Merger
 Pro Forma Merger and Pending T-Co PIPE

 --------------------------------------------------------------------------------------------------
                                                      Tahiti C ommonTahitiS aresC om
-------------- ------------------ ===========
 ===================================================================================================================================
==================================================

                                                     No.

 ======================================== === =================================================

 Barbados Shar
   Barbados Lt d.                             Barbados Shareholders 522.08

 Pending T - Co
   Ot her       T ahit i ShareholdersOt her T ahit i Shareholders373.81
   T ot al     T ahit i                       T ot al T ahit i                                                                    Ot
 her                                        T895. ahit i89 Sh
Source: Barbados and Tahiti public filings, Tahiti management, market data from Factset and Capital IQ as of 1/19/16              T
 ot al                                     T ahit i
(1) Tahiti share price as of 1/19/16 converted from NTD to USD using Assumed Exchange Rate

(2) Barbados Shares Outstanding based on basic common shares outstanding as of 12/31/15 per Tahiti management as approved for Wells
 Fargo's use by Barbados Special Committee
(3) Settlement of Options/SARs determined using 1.062 options and 0.589 SARs as of 12/31/15 per Tahiti management as approved for
 Wells Fargo's use by Barbados Special Committee and Per Share Value
(4) Cash and Debt figures based on Tahiti balance sheet as of 12/31/15 per Tahiti management as approved for Wells Fargo's use by
 Barbados Special Committee and converted from NTD to USD using Assumed Exchange Rate
(5) Based on Tahiti basic shares outstanding of 895.894 million as of 12/31/15 per Tahiti management as approved for Wells Fargo's
 use by Barbados Special Committee plus 299.252 million new shares issued to T-Co per Tahiti
press release dated 12/11/15 and Tahiti share price of $0.88 as of 1/19/16 using Assumed Exchange Rate

(6) All analysis herein assumes 299.252 shares are issued at a subscription price of USD $1.19 (converted using Assumed Exchange
 Rate) as a result of the pending T-Co PIPE per Tahiti press release dated 12/11/15, see discussion
herein

(7) Tahiti share counts as of 12/31/15 per Tahiti management as approved for Wells Fargo's use by Barbados Special Committee

(8) Assumes the closing of the pending T-Co PIPE transaction, see discussion herein

------------------------------------------------------------------------------------------     ----------------------------- --- ---
 ---------------------------------------- --- -------------------------------------------------
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Tahiti Overview

 

 
 

Tahiti Overview





($ in USD, (except)%where noted; $ (in)MarginMillions)

                               Tahiti Overview                                                                            Summary of
 T-Co PIPE Investment in Tahiti (2)
    *   Tahiti is a provider of outsourced semiconductor assembly and                       *                           On December
 11, 2015, T-Co, a Chinese private equity firm, has
        testing ("OSAT") solutions to fabless companies,3 integrated device                                             agreed to
 purchase 25.0% of Tahiti common stock for approximately
      EBITDAmanufacturers and foundries                                                                                 NT$12.0Bn

    *   The company launched its IPO on the Gre Tai Securities OTC market                   *                           Purchase
 price of NTD$40 (~USD$1.19) per common share for
        in (Taiwan)%on April (19,)Margin2013 and started trading on the Taiwan Stock
 299,252,000Scommonnioshares        De
        Exchange on April 11, 2014                                                          *                           Use of
 proceeds is to improve RandD and production capacity, invest in
    *   Offers back-end testing services and a comprehensive selection of                                               Tahiti
 Shanghai and acquire relevant semiconductor targets
        leadframe-based and organic substrate-based package assembly

        services for memory, mixed-signal, and LCD driver semiconductors                    *                           Investment
 by T-Co is subject to Tahiti shareholder and relevant
      Net                      Income                                                beforeTotal government approval
                   MinoritD bt
    *   Portfolio of 821 active patents and of 154 pending patent applications

    *   Approximately%(6,205)employeesMarginwith operations worldwide

    *   Headquartered in Hsinchu, Taiwan

                         Tahiti Financial Summary (1)                                                                 MarketTahiti
 (Capitalization)Capi
      Net                      Income                                                after Minority
               %               Margin                                                                                 Total
                       Capit
                                                                                     ================================
 ================================ =======================================================================
      CapEx                                                                                                           2015
                     EBITD
               %               Margin

 Source: Tahiti management, Barbados and Tahiti public filings, market data from FactSet and Capital IQ as of 1/19/16

 (1) NTD converted to USD using average historical exchange rates

 (2) NTD converted to USD using Assumed Exchange Rate

 (3) EBITDA defined as earnings before interest, taxes, depreciation and amortization and non-recurring expenses (all tax effected),
 per financial information provided by Tahiti management as approved for Wells Fargo's use
 by Barbados Special Committee

 (4) Cash and Debt figures based on Tahiti balance sheet as of 12/31/15 per Tahiti management, as approved for Wells Fargo's use by
 Barbados Special Committee, converted using Assumed Exchange Rate
 (5) Based on current Tahiti basic common shares outstanding of 895.894 million as of 12/31/15, and Tahiti basic common shares
 outstanding of 1,195.146 million pro forma for pending T-Co PIPE, both per Tahiti
 management, as approved for Wells Fargo's use by Barbados Special Committee and Tahiti share price of $0.88 as of 1/19/16 using
 Assumed Exchange Rate
------------------------------------------------------------------------------------------------------------------------------------
------------------     -------------------------------------------------------------------


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Tahiti -- Business and Technology Overview




                               Business Overview                                                                              Tahiti
 Core TechnologyLogic/Mix
 * Tahiti provides testing and assembly services for LCD and other                                                         * Testing
 and assembly servicesSignalfor LCD and other
                                                                                                                     LCD      flat
 panel display driver semiconductors
     flat-panel display driver semiconductors in Taiwan and for                                                    Driver
                                        7%
     advanced memory and logic/mixed- signal products in Taiwan                                                            * Employs
 TCP, COF, and COG technologies
     and Mainland China
 Commodity * Testing and assembly services for DRAM
 * The Company offers a range of back-end testing services,                                                        DRAM
 semiconductorsDRAMused in desktops, notebooks,
                                                                                                                              and
 handheld devices
     memory including and engineering mixed-signal testing, semiconductors wafer probing and final testing of              * Testing
 14% and assembly services for Flash memory
                                                                                                                    Flash
 * The Company has production facilities in Hsinchu and Tainan,                                               (NOR/NAND)
 devices used in mobile devices, digital cameras,
                                                                                                                              and
 digital audio/ video devices
     Taiwan and Shanghai, Mainland China
 * Founded in 1986 and headquartered in Hsinchu, Taiwan, the                                                  Logic/Mixed- * Testing
 and assembly services for logic/mixed-
     Company has approximately 6,200 employees                                                                      Signal    signal
 semiconductors, with lead counts up to
                                                                                                                              1024
 and operating frequencies of up to 9GHz

 Flash
                           Sales Mix by Products (1)
 Selected Top Customers

 15%

                            Bumpin

                             RDL /
Source: Company filings, Gartner, company website and Wall Street research
(1) Data as of Q3 2015 from Barbados November, 2015 Investor Presentation
------------------------------------------------------------------------------------------------------------- ------------
 --------------------------------------------------------


Project Island 9


 

 
 

Tahiti Stock Price Performance


Source: FactSet as of 1/19/16; Note: OSAT Index includes Advanced Semiconductor
Engineering, Inc. (TSEC:2311), Siliconware Precision Industries Co. Ltd.
(TSEC:2325), Powertech Technology Inc. (TSEC:6239), King Yuan Electronics Co.
Ltd. (TSEC:2449), and Chipbond Technology Corporation (GTSM:6147)

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SummaryC of Analyst re Sentiment d on Tahiti it


Source: Wall Street research, Capital IQ as of 1/19/16
Note: "N/A" denotes analyst does not estimate or provide the relevant metric;
NTD converted to USD at Assumed Exchange Rate

Project Island 11


 

 
 

Tahiti Ownership Summary


Source: FactSet as of 1/19/16 and Tahiti management, as approved for Wells
Fargo's use by Barbados Special Committee
Note: Tahiti total share count and Barbados holdings of Tahiti as of 12/31/15
per Tahiti management, as approved for Wells Fargo's use by Barbados Special
Committee; Tahiti has no options/SARs plans or other securities that may cause
dilution of share count per Tahiti management

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T-Co PIPE Investment in Tahiti - Transaction Summary




                                           Share Subscription Agreement Overview
            Parties   * "Tahiti", a Taiwanese corporation and "T-Co" (the "Subscriber"), a Chinese corporation
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
   Type of Securities * Common stock of Tahiti
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
     Purchase Price   * NT$11,970,080,000 (~US$356,900,000)(1) at NT$40 (~US$1.19)(1) per share for 299,252,000 common shares
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
 Pro Forma Common     * 25% of Tahiti's common shares outstanding
      Stock Ownership
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
     Use of Proceeds  * RandD and production capacity, investment in Tahiti Shanghai and support of the Tahiti-Barbados merger and
                        merger strategy in the semiconductor industry
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
Board Representation  * 1 Board seat as long as T-Co's pro forma ownership interest in Tahiti does not fall below 5%
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
                      * Three years after the closing, Tahiti will seek to file for a public offering related to the private
 placement shares on the
     Public Offering    Taiwan Exchange if required conditions for the shares by the exchange are met
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
    Merger Dilution   * T-Co's 25% stake is not to be diluted as a result of any subsequent merger between Tahiti and Barbados
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
                      * 1 month notice required before transferring shares to a 3rd party during which Tahiti may attempt to
 purchase shares
                        from T-Co
          Transfer    * T-Co may not sell to specified 3rd parties without Tahiti consent
        Restrictions  * Transfer restrictions will not be imposed on T-Co if they own less than 5% of Tahiti or T-Co does not have a
 Board
                        seat
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
                      * Tahiti and T-Co will expand and strengthen their partnership in the assembly and testing services of LCD
 drivers,
                        microelectromechanical systems (MEMS), the Internet of Things (IoT) and Radio Frequency Integrated Circuits
Concurrent Strategic    (RFIC) and/or wafer bumping services in Mainland China
   Alliance Agreement * T-Co will introduce potential suppliers, customers and business partners in mainland China to Tahiti
                      * Term of three years with the option to extend to be negotiated six months prior to expiration
---------------------
 ------------------------------------------------------------------------------------------------------------------------------
                      * Tahiti shareholder approval
Conditions to Closing
                      * Relevant government approval


Sources: Tahiti -- T-Co Subscription Agreement dated 12/11/15 (1) Converted
using Assumed Exchange Rate

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Barbados Overview

 

 
 

Barbados Overview


Source: Barbados Financial Forecasts, Barbados public filings, market data from
FactSet and Capital IQ as of 1/19/16 and capitalization data per Tahiti
management, as approved for Wells Fargo's use by Barbados Special Committee (1)
NTD converted to USD based on average historical exchange rates (2) NTD
converted to USD using Assumed Exchange Rate (3) EBITDA defined as earnings
before interest, taxes, depreciation and amortization and non-recurring
expenses (all tax effected) and based on Barbados Financial Forecasts as
defined on page 21 (4) Cash and Debt figures based on Barbados balance sheet as
of 12/31/15 per Tahiti management, as approved for Wells Fargo's use by
Barbados Special Committee (5) Based on Barbados public filings as of 9/30/15
(6) Based on "Barbados Fully Diluted Shares Outstanding" defined as sum of
Barbados basic common shares outstanding of 27.290 million and resulting
diluted shares from 1.062 million options and 0.589 million using the treasury
stock method for the implied Barbados share price in question. Common share,
options and SARs counts are per Tahiti management as approved for Wells Fargo's
use by Barbados Special Committee

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Barbados Stock Price Performance


Source: FactSet as of 1/19/16; Note: OSAT Index includes Advanced Semiconductor
Engineering, Inc. (TSEC:2311), Siliconware Precision Industries Co. Ltd.
(TSEC:2325), Powertech Technology Inc. (TSEC:6239), King Yuan Electronics Co.
Ltd. (TSEC:2449), and Chipbond Technology Corporation (GTSM:6147)

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Summary of Analyst Sentiment on Barbados


Source: Wall Street research and Capital IQ as of 1/19/16

Project Island 17


 

 
 

Barbados Ownership Summary


Source: FactSet as of 1/19/16 and Tahiti management, as approved for Wells
Fargo's use by Barbados Special Committee
Note: Based on Barbados basic common shares outstanding as of 12/31/15 per
Tahiti management, as approved for Wells Fargo's use by Barbados Special
Committee

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Barbados -- Implied Trading 20% Discount Analysis



Source: Tahiti and Barbados filings, Tahiti management, market data from
FactSet and Capital IQ as of 1/19/16
(1) Based on Tahiti basic common shares outstanding of 895.894 million (not
including pending T-Co PIPE) as of 12/31/15 per Tahiti management as approved
for Wells Fargo's use by Barbados Special Committee and Tahiti share price of
$0.88 as of 1/19/16 converted from NTD to USD using Assumed Exchange Rate (2)
Tahiti basic common shares outstanding and Tahiti Shares Held by Barbados as of
12/31/15 per Tahiti management as approved for Wells Fargo's use by Barbados
Special Committee (3) Based on 12/31/15 balance sheet for Barbados and Tahiti
respectively per Tahiti management, as approved for Wells Fargo's use by
Barbados Special Committee converted at Assumed Exchange Rate as of 1/19/16 (4)
Cost to Settle Options/SARs determined using 1.062 options and 0.589 SARs as of
12/31/15 per Tahiti management as approved for Wells Fargo's use by Barbados
Special Committee (5) Based on historical ownership levels of Tahiti by
Barbados using Barbados filings



 

 
 

Financial Analysis

 

 
 

Financial Analysis Overview

Financial Forecasts

* Financial analysis is based, among other items, upon non-public information
made available by Tahiti management and reviewed by the Barbados Special
Committee * The 5-year financial forecasts that the Barbados special committee
directed Wells Fargo to use in performing its financial analysis are the
following: * The financial forecasts for pro forma Tahiti for fiscal years
2015A -2020E including the pro forma adjustments related to the Merger prepared
by Tahiti management ("Pro Forma Tahiti Financial Forecasts")

* Tahiti management expects the pending T-Co PIPE to close in 2H 2016E and the
above forecasts assume the closing of this deal, and the impact of the pending
T-Co PIPE

Overview of Methodologies

* Shareholder Impact Analysis compares what Barbados shareholders currently
have with what they will receive in the Merger * Compared current Tahiti shares
owned with shares owned post transaction to calculate the difference in shares
and the aggregate $ difference based on: * Current market price of Tahiti
shares* Implied price of Tahiti shares based on discounted cash flow analysis
using Pro Forma Tahiti Financial Forecasts * Also compared Barbados current
cash with the cash consideration shareholders will receive in the Merger * An
Implied Exchange Ratio Analysis was also prepared * An ADS Analysis was also
prepared

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Shareholder Impact Analysis





($ in (USD;)Net$ and Shares in Millions) Barbados


    1 2   2
Net                                          Sharehol


Source: Tahiti Management, Pro Forma Tahiti Financial Forecasts, Capital IQ
(1) Based on Tahiti share price as of 1/19/16 converted from NTD to USD using
Assumed Exchange Rate
(2) Represents product of (a) difference in shares held as of 12/31/15 per
Tahiti management, as approved for Wells Fargo's use by Barbados Special
Committee and (b) implied pro forma Tahiti share price based on discounted cash
flow analysis (see page 27) (3) Barbados Cash as of 12/31/15 per Tahiti
management as approved for Wells Fargo's use by Barbados Special Committee (4)
Cost to Settle Options/SARs determined using 1.062 options and 0.589 SARs as of
12/31/15 per Tahiti management as approved for Wells Fargo's use by Barbados
Special Committee

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Implied Exchange Ratio Analysis




                            Historical Implied Exchange Ratios Based on Tahiti Shares
                                                                                      Exchange Ratio: 18.7100x
                                                                                      30-Day Average: 16.4516x (13.7% premium)
                                                                                      10-Day Average: 16.1286x (16.0% premium)
                                                                                      60-Day Average: 15.9265x (17.5% premium)
------------------------------------------------------------------------------------- -----------------------------------------
                                                                                      90-Day Average: 15.1121x (23.8% premium)
10.0x                                                                                 1-Day Spot: 15.0050x (24.7% premium)
                                                                                      180-Day Average: 14.3797x (30.1% premium)
                                                 Jan-15                               (LTM)Average: 13.9155x (34.5% premium)


Source: Market data from Capital IQ and Factset as of 1/19/16
 (1) At-Market Exchange Ratios calculated using sum of Barbados Stock Price for
period in question less Cash Consideration divided by Tahiti share price for
period in question

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ADS Analysis


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Appendix

 

 
 

Pro Forma Tahiti Financial Forecasts


Source: Pro Forma Tahiti Financial Forecasts
Note: 2015 figures converted from NTD to USD using average historical exchange
(1) EBITDA defined as earnings before interest, taxes, depreciation and
amortization (2) Free Cash Flow defined as EBITDA less capital expenditures

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Discounted Cash Flow Analysis -- Pro Forma Tahiti




($ in USD; $ and Shares in Millions, except per share)
   T ot al                                             Shares(4)
   Implied                                                 Pro Fo
   Implied                                                 Perpet
   Implied                                                 Ent erp


Source: Pro Forma Tahiti Financial Forecasts, Company filings and Capital IQ
(1) Assumes a normalized level of unlevered free cash flows in 2021, taking
into account equalized depreciation and capital expenditures per Tahiti
management as approved for Wells Fargo's use by Barbados Special Committee (2)
Present Value as of 12/31/15 (3) Based on pro forma Tahiti cash and debt
figures as shown on page 6 (4) Based on pro forma Tahiti share count including
pending T-Co PIPE and Merger as of 12/31/15 per Tahiti management as approved
for Wells Fargo's use by Barbados Special Committee

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Selected Public Companies Analysis




($ in USD; $ and Shares in Millions, except per share)
                                                                            Selected Public Companies
          T ahiti                                      Equi


Source: Wall Street research, Thomson One, market data from Capital IQ and
FactSet as of 1/19/16
Note: NTD converted to USD at Assumed Exchange Rate; MYR converted to USD at
spot rate of 4.366 as of 1/19/16; JPY converted to USD at spot rate of 117.720
as of 1/19/16

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28


 

 
 





($ in USD; $ and Shares in Millions, except per share)
    Current                                                Comp
    Less:                                              17.0%       T
    Effec t ive                                                Com


Source: Company filings, Bloomberg, Capital IQ and Duff and Phelps (1) Represents
marginal tax rate in Taiwan (2) Bloomberg 5-Year unadjusted betas as of 1/19/16
(3) Using median values from set of comparable companies (4) Yield on the
20-Year U.S. Government Bond as of 1/19/16 (5) 2015 Duff and Phelps Valuation
Handbook
(6) Represent country risk premium from Duff and Phelps 2015 International
Valuation Handbook (Semi-Annual Update)using the Country Credit Rating (CCR)
Model with data updated through September 2015 (7) Represents estimated 10-Year
yield based on market conditions on 1/15/16 based on hypothetical $200 million
to $250 million bond issuance by Tahiti

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($ in USD; $ and Shares in Millions, except per share)
    Current                                                Comp
    Less:                                              17.0%       T
    Effec tive                                                 Com


Source: Company filings, Bloomberg, Capital IQ and Duff and Phelps (1) Represents
marginal tax rate in local domicile (2) Bloomberg 5-Year unadjusted betas as of
1/19/16 (3) Using median values from set of comparable companies (4) Yield on
the 20-Year U.S. Government Bond as of 1/19/16 (5) 2015 Duff and Phelps Valuation
Handbook
(6) Represent country risk premium from Duff and Phelps 2015 International
Valuation Handbook (Semi-Annual Update)using the Country Credit Rating (CCR)
Model with data updated through September 2015 (7) Represents estimated 10-Year
yield based on market conditions on 1/15/16 based on hypothetical $200 million
to $250 million bond issuance by Tahiti



 

 
 


Project Island 31