Exhibit 99.12
Discussion MaterialsOctober 10, 2015Project Island
Table of ContentsI. Economic Structure Alternatives – Review and AnalysisII. Illustrative Draft Response LetterThis 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. ©2015 Wells Fargo. All Rights Reserved.Project Island 2
Economic Structure Alternatives – Review and Analysis
Economic Alternative Structures Analysis – Stock and Cash, with Premium in Additional Cash($ in millions USD, except per share data) Assumed PremiumBased on17th Sep Tahiti Offer 15.0% 17.5% 20.0% 23.5% 25.0% % Stock / % Cash 92.0% / 9.7% 80.0% / 20.0% 78.3% / 21.7% 76.6% / 23.4% 74.5% / 25.5% 73.6% / 26.4% Consideration to Barbados Current Tahiti Shares Outstanding 900.551 900.551 900.551 900.551 900.551 900.551 Tahiti Shares Owned by Barbados 522.080 522.080 522.080 522.080 522.080 522.080 Existing Barbados Ownership of Tahiti 58.0% 58.0% 58.0% 58.0% 58.0% 58.0% ADSs Issued to Barbados 522.080 522.080 522.080 522.080 522.080 522.080 Pro Forma Barbados Equity Ownership 58.0% 58.0% 58.0% 58.0% 58.0% 58.0% Barbados Shares Outstanding 28.503 28.503 28.503 28.503 28.503 28.503 Implied Exchange Ratio 18.317x 18.317x 18.317x 18.317x 18.317x 18.317x Pro Forma Tahiti Shares 900.551 900.551 900.551 900.551 900.551 900.551 Tahiti Share Price (in USD)1 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Equity Consideration $520.5 $520.5 $520.5 $520.5 $520.5 $520.5 Tahiti Equity Value per Share of Barbados $18.26 $18.26 $18.26 $18.26 $18.26 $18.26 Initial Barbados Cash $60.4 $60.4 $60.4 $60.4 $60.4 $60.4 Less Cash Settlement of SARs/Options 14.9 20.8 21.7 22.6 24.0 24.6 Plus Additional Cash Consideration 0.0 90.8 105.8 120.9 141.9 151.2 Net Cash to Barbados Shareholders $55.0 $130.4 $144.5 $158.7 $178.3 $187.0 Cash Consideration per Share of Barbados $1.93 $4.57 $5.07 $5.57 $6.26 $6.56Total Consideration $575.5 $650.9 $665.1 $679.2 $698.9 $707.5 Total Consideration per Share of Barbados $19.86 $22.84 $23.33 $23.83 $24.52 $24.82 Premium to Barbados Stock Value ($16.68) 19.1% 36.9% 39.9% 42.9% 47.0% 48.8% Premium EEV: 1-Day ($19.86) 0.0% 15.0% 17.5% 20.0% 23.5% 25.0% 30-Day average ($20.82) (4.6%) 9.7% 12.1% 14.4% 17.7% 19.2% 60-Day average ($20.22) (1.8%) 13.0% 15.4% 17.9% 21.3% 22.8% 90-Day average ($20.69) (4.0%) 10.4% 12.8% 15.2% 18.5% 20.0% Enterprise Value $756.0 $756.0 $756.0 $756.0 $756.0 $756.0 Cash 416.4 325.6 310.6 295.5 274.5 265.2 Debt 274.5 274.5 274.5 274.5 274.5 274.5 Implied Equity Value $897.9 $807.1 $792.1 $776.9 $756.0 $746.7 2016E EPS Accretion / (Dilution) 0.0% (0.2%) (0.3%) (0.3%) (0.4%) (0.4%) Source: Capital IQ, Company filings and Wall Street research; Market data as of 10/09/15Note: “EEV” defined as Economic Equivalent Value; Excludes potential purchase accounting implications of merger (1) Based on exchange rate of 32.647 NTD per USD Project Island 4
Illustrative Draft Response Letter
Illustrative Draft Response Letter Project Island 6
DisclaimerThis document and any other materials accompanying this document (collectively, the “Materials”) are provided for general informational purposes. By accepting any Materials, the recipient thereof acknowledges and agrees to the matters set forth below in this notice.Wells Fargo Securities makes no representation or warranty (express or implied) regarding the adequacy, accuracy or completeness of any information in the Materials. Information in the Materials is preliminary and is not intended to be complete, and such information is qualified in its entirety. Any opinions or estimates contained in the Materials represent the judgment of Wells Fargo Securities at this time, and are subject to change without notice. Interested parties are advised to contact Wells Fargo Securities for more information. The Materials are not an offer to sell, or a solicitation of an offer to buy, the securities or instruments named or described herein. The Materials are not intended to provide, and must not be relied on for accounting, legal, regulatory, tax, business, financial or related advice or investment recommendations. No person providing any Materials is acting as fiduciary or advisor with respect to the Materials. You must consult with your own advisors as to the legal, regulatory, tax, business, financial, investment and other aspects of the Materials.Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, N.A. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.Notwithstanding anything to the contrary contained in the Materials, all persons may disclose to any and all persons, without limitations of any kind, the U.S. federal, state or local tax treatment or tax structure of any transaction, any fact that may be relevant to understanding the U.S. federal, state or local tax treatment or tax structure of any transaction, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, state or local tax treatment or tax structure, other than the name of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, and any pricing terms or nonpublic business or financial information that is unrelated to the U.S. federal, state or local tax treatment or tax structure of the transaction to the taxpayer and is not relevant to understanding the U.S. federal, state or local tax treatment or tax structure of the transaction to the taxpayer.IRS Circular 230 Disclosure:To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in the Materials is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax penalties or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. © 2015 Wells Fargo. All Rights Reserved.Project Island 7