Last checked at 9 Nov 2017 09:01
Subject: On behalf of subsidiary ACCSI announce the spin-off of Management of Maintenance and Operation Unit of Internet Data Center
Date of events:2017/11/09
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:2017/11/09
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):
Surviving company: Acer CyberCenter Services Ltd. ("ACCSI")
The newly established company in the spin-off: Acer Cloud Infrastructure Service Co., Ltd. (tentative name) ("ACIS")
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 Inc. ("Acer")
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:
ACCSI (the surviving company) and ACIS (the newly established company) are all 100% owned subsidiaries of Acer.
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:
Focus on development of information security service and relevant software/hardware businesses
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 ACCSI is NT$1,865,926 thousand. ACIS shall issue 186,592,616 common shares with par value of NT$10 to ACCSI's sole shareholder Acer as consideration.
(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 ACCSI's reviewed financial statements as of September 30, 2017, taking into account the adjusted number of the change occurring after September 30, 2017 and before the record date of spin-off, and based on reasonableness opinion for the share exchange ratio of net worth per share and spin-off value.
10.Scheduled timetable for consummation:
The record date of spin-off is tentatively scheduled on November 30, 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 record date of spin-off, the transferred ACCSI assets, liabilities and all rights and obligations existing on the record date of spin-off date shall be generally assumed by ACIS pursuant to the law.
(2)Unless the liabilities arising from the transferred business may be separated from ACCSI's liabilities existing before the spin-off, ACIS shall, pursuant to Paragraph 5 of Article 35 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 ACCSI for ACCSI'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 record date of spin-off.
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 ACIS: NT$1,865,926 thousand
(2)The assets estimated to be assigned to ACIS: NT$1,900,216 thousand
(3)The total number, type, and volumes of shares to be acquired by the shareholder of the surviving company: 186,592,616 common shares with par value of NT$10
(4)Matters related to the reduction: ACCSI will reduce its capital by NT$1,865,926 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