Last checked at 9 Nov 2017 09:05
Subject: On behalf of subsidiary ITS the merge of its wholly-owned subsidiary PKL
Date of events:2017/11/09
Contents:
1.Type of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):merger
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):
Acer ITS Inc. ("ITS"), the Company's subsidiary, merges its wholly-owned subsidiary PKLOT Inc. ("PKL").
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):ITS and PKL
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: ITS and PKL are both indirect wholly-owned subsidiaries of the Company.
6.Purpose/objective of the merger/acquisition: Optimize operation and management
7.Anticipated benefits of the merger/acquisition: Optimize operation and management
8.Effect of the merger or consolidation on net worth per share and earnings per share:
There is no implication.
9.Share exchange ratio and basis of its calculation: Not applicable
10.Scheduled timetable for consummation: To be further discussed between companies of the merger
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 (ITS) assumes all the assets, liabilities, rights and obligations of the dissolved company existing as of the record date of consolidation.
12.Basic information of companies participating in the merger:
Main business activities of ITS: Information Services Business
Main business activities of PKL: Information Services Business
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