Last checked at 10 Aug 2017 10:36
Subject: On behalf of subsidiary AEB announce the spin-off of intelligent transportation business
Date of events:2017/08/10
Contents:
1.Type of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):spin-off
2.Date of occurrence of the event:2017/08/10
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):
Spin-off company: Acer e-Enabling Service Business Inc. ("AEB")
The newly established company in the spin-off: Acer ITS Inc. ("Acer ITS")
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):
Company taking assignment of the transferee company's shares: Acer BeingWare Holding Inc. ("ABH")
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:
AEB (the spin-off company), Acer ITS (the newly established company) and ABH (the company that will take Acer ITS's shares and is AEB's parent company) are all 100% owned subsidiaries of Acer Inc. ("AI"). The spin-off is an Acer intra-group investment structure adjustment. The original shareholder's interests will not be affected.
6.Purpose/objective of the merger/acquisition:
Intra-group restructuring to achieve professional specialization.
7.Anticipated benefits of the merger/acquisition:
Strengthen competitiveness and performance in intelligent transportation related business by professional specialization
8.Effect of the merger or consolidation on net worth per share and earnings per share:
The spin-off is a horizontal spin-off within AI subsidiaries and the net worth \ and earnings per share of AI will not be affected.
9.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: The estimated business value of the business to be
spun-off from AEB is NT$63,396 thousand. Acer ITS shall issue 6,339,600
non-par-value common shares to AEB's sole shareholder ABH.
(2)Basis of calculation: The share exchange ratio is determined based on the
book value of the assets and liabilities of the spin-off business in the
audited AEB financial statements as of June 30 2017, taking into account
the adjusted number of the change occurring after June 30 2017 and before
the scheduled spin-off date, and based on the justification opinion for
the exchange ratio of net worth per share and spin-off value.
10.Scheduled timetable for consummation:
The record date of the spin-off is scheduled on September 15th, 2017.
11.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:
(1)From the spin-off date, the transferred AEB assets, liabilities and all
rights and obligations effective on the spin-off date shall be generally
assumed by Acer ITS pursuant to the law.
(2)Unless the liabilities arising from the transferred business may be
separated from AEB's liabilities existing before the spin-off, Acer ITS
shall, pursuant to Article 35 Paragraph 5 of the Business Mergers and
Acquisitions Act, within the scope of capital contribution in exchange
for the transferred business, be held jointly and severally liable with
AEB for AEB's liabilities incurred prior to the spin-off. However, a
creditor's right to claim shall be extinguished if not exercised within
2 years after the spin-off record date.
12.Basic information of companies participating in the merger:N/A
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):
(1)The estimated value of the business to be assigned to Acer ITS:
NT$63,396 thousand
(2)The assets estimated to be assigned to Acer ITS: NT$154,639 thousand
(3)The liabilities estimated to be assigned to Acer ITS: NT$91,242 thousand
(4)The total number and the types and volumes of the shares to be acquired
by the shareholder of the spin-off company: 6,339,600 non-par-value common
shares
(5)Matters related to the reduction: AEB will reduce its capital by
NT$63,396 thousand.
14.Conditions and restrictions on future transfers of shares resulting from
the merger or acquisition:None
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:None