Last checked at 6 Jun 2016 09:42
Subject: Publicly disclose for our subsidiary Acer BeingWare Holding Inc. (ABH) to Proceed with the Share Exchange with ACER E-ENABLING SERVICE BUSINESS INC. (AEB)
Date of events: 2016/06/06
Contents:
1.Type of merger/acquisition (e.g. merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Share Exchange
2.Date of occurrence of the event: 2016/06/06
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):
Publicly disclose for our subsidiary Acer BeingWare Holding Inc.(ABH) to Proceed with the Share Exchange with ACER E-ENABLING SERVICE BUSINESS INC.(AEB)
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): ABH and the shareholder of AEB
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:
Wholly-owned subsidiaries of Acer
6.Purpose/objective of the merger/acquisition: To simplify investment structure, promote new businesses within the Acer Group to accelerate the transformation of development, to create mutual support of the organizational system in order to improve operational efficiency.
7.Anticipated benefits of the merger/acquisition: To create mutual support of the organizational system in order to improve operational efficiency.
8.Effect of the merger or consolidation on net worth per share and earnings per share: No impact. Exchange by book value.
9.Share exchange ratio and basis of its calculation:
Exchange Ratio: ABH:AEB = 0.932184624:1
Calculation Basis: based on ABH's capital on May 12, 2016, AEB's financial report audited by CPA on December 31, 2015 and non-audit financial report made on May 31, 2016, and considering companies' operating conditions, earnings per share, the net value per share, and the future prospects and other factors.
10.Scheduled timetable for consummation: 2016/06
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company: Not applicable
12.Basic information of companies participating in the merger:
ABH : investing and holding activity
AEB : Electronic data supply, processing and storage service
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