Last checked at 8 May 2019 10:49
No: 1
Subject: On behalf of Acer Subsidiary AHI to announce the merge of AGC
Date of events: 2019/05/08
Contents:
1. Kind of merger/acquisition (e.g. merger, consolidation, spin-off, acquisition, or receiving assignment of shares): Merger
2. Date of occurrence of the event: 2019/05/08
3. Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Acer Greater China (B.V.I.) Corp. ("AGC") will be merged into Acer Holdings International, Incorporated ("AHI").
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):
AHI and AGC's sole shareholder Acer Incorporated.
5. Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
AHI and AGC are all direct wholly-owned subsidiaries of the Company.
6. Purpose/objective of the merger/acquisition:
Based on international trend of economic substance legislation, the Company plans to adjust and simplify investment structure of its subsidiaries.
7. Anticipated benefits of the merger/acquisition: Decrease operating cost
8. Effect of the merger or consolidation on net worth per share and earnings per share:
No effect. The merger will be processed by book value.
9. Share exchange ratio and basis of its calculation: Not applicable
10. Scheduled timetable for consummation: It's estimated before 31 December 2019.
11. Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
The surviving entity (AHI) assumes all the assets, rights, and liabilities of the extinguished entities as of the acquisition date.
12. Basic information of companies participating in the merger:
Main business activities of AHI and AGC: holding activity
13. Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off): Not applicable
14. Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: Not applicable
15. Other important stipulations: None
16. Do the directors have any objection to the present transaction?: None
No: 2
Subject: Acer Board of Directors approved 2019 Q1 consolidated results
Date of events: 2019/05/08
Contents:
1. Date of occurrence of the event: 2019/05/08
2. Company name: Acer Inc.
3. Relationship to the Company (please enter "head office" or "subsidiaries"):head office
4. Reciprocal shareholding ratios: N.A.
5. Cause of occurrence: None
6. Countermeasures: None
7. Any other matters that need to be specified:
Acer Board of Directors approved 2019 Q1 consolidated results reviewed by KPMG Accountants.
| Unit: NT$Million | |
Consolidated Revenues | 54,703 |
|
Gross Profit | 5,772 |
|
Operating Income | 554 |
|
Profit After Tax | 706 |
|
EPS (in New Taiwan dollars) | 0.23 |
|
No: 3
Subject: On behalf of Acer Subsidiary ASCBVI to announce the merge of AWI
Date of events:2019/05/08
Contents:
1. Kind of merger/acquisition (e.g. merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Merger
2. Date of occurrence of the event:2019/05/08
3. Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
Acer Worldwide Incorporated ("AWI") will be merged into Acer SoftCapital Incorporated ("ASCBVI").
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares): ASCBVI and AWI's sole shareholder Acer Incorporated.
5. Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
ASCBVI and AWI are all direct wholly-owned subsidiaries of the Company.
6. Purpose/objective of the merger/acquisition:
Based on international trend of economic substance legislation, the Company plans to adjust and simplify investment structure of its subsidiaries.
7. Anticipated benefits of the merger/acquisition: Decrease operating cost
8. Effect of the merger or consolidation on net worth per share and earnings per share:
No effect. The merger will be processed by book value.
9. Share exchange ratio and basis of its calculation: Not applicable
10. Scheduled timetable for consummation: It's estimated before 31 December 2019.
11. Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
The surviving entity (ASCBVII) assumes all the assets, rights, and liabilities of the extinguished entities as of the acquisition date.
12. Basic information of companies participating in the merger:
Main business activities of ASCBVI and AWI: holding activity
13. Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off): Not applicable
14. Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: Not applicable
15. Other important stipulations: None
16. Do the directors have any objection to the present transaction?:None
No: 4
Subject: The Board appointed Corporate Governance Officer
Date of events: 2019/05/08
Contents:
1. Type of personnel changed (please enter: spokesperson, acting spokesperson, important personnel (CEO, COO, CMO, CSO, etc.), financial officer, accounting officer, Company Secretary, research and development officer, or internal audit officer):
Corporate Governance Officer
2. Date of occurrence of the change: 2019/05/08
3. Name, title, and resume of the replaced person: N/A
4. Name, title, and resume of the replacement: New replacement
Lydia Wu/General Counsel, Global Legal/ General Counsel, Global Legal
5.Type of the change (please enter: "resignation", "position adjustment", "dismissal", "retirement", "death" or "new replacement" ): new replacement
6. Reason for the change: new replacement
7. Effective date:2019/05/08
8. Any other matters that need to be specified:
The Board appointed Acer General Counsel acting as Corporate Governance Officer.
No: 5
Subject: On behalf of Subsidiary Acer Synergy Tech Corp. to announce the notice of call for the subscription payments of cash capital increase in 2019.
Date of events: 2019/05/08
Contents:
1. Date of occurrence of the event:2019/05/08
2. Company name: Acer Synergy Tech Corp.
3. Relationship to the Company (please enter "head office" or "subsidiaries"): subsidiaries
4. Reciprocal shareholding ratios: 91.74%
5. Cause of occurrence:
The subscription payments for the cash capital increase of Acer Synergy Tech Corp. ("AST") in 2019 are due on May 7, 2019; however, some of shareholders (including AST and the Company's shareholders) and AST's employees have not made the subscription payments yet.
6. Countermeasures:
(1)According to Article 142 and Article 266 paragraph 3 of Taiwan Company Act, the call period for cash capital increase of 2019 is from May 8, 2019 to June 10, 2019.
(2)The shareholders (including AST and the Company's shareholders) and AST's employees who have not made the subscription payments, shall make the payments for the subscription within the above-mentioned call period in accordance with conditions stated in the subscription notice provided by AST. The shareholders and the employees who fail to submit their payment before the end of the call period will forfeit whose subscription rights.
7. Any other matters that need to be specified:
If you have further queries, please contact Stock-Affairs Agency Dept. of Grand Fortune Securities Co., Ltd.(6F., No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City 100, Taiwan; TEL: (02)2371-1658).