Last checked at 8 Aug 2018 11:44
Subject: Announcement of the spin-off of Gadget Product Business as a newly established subsidiary company
Date of events:2018/08/08
Contents:
1.Kind of merger/acquisition (e.g. merger, consolidation, spin-off ,acquisition, or receiving assignment of shares):spin-off
2.Date of occurrence of the event:2018/08/08
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):
Spin-off company: Acer Inc. ("Acer")
The newly established company in the spin-off: Gadget Technology Incorporated (tentative name, hereinafter "Gadget Inc.")
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):
The spin-off and the establish of the new subsidiary company is conducted in accordance with Article 36 Paragraph 1 of the Business Mergers and Acquisitions Act and thus there is no counterparty.
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:N/A
6.Purpose/objective of the merger/acquisition:
To promote and encourage internal corporate venture and expand the innovative gadget business which has higher profit margin
7.Anticipated benefits of the merger/acquisition:
Through professional specialization to expand the innovative gadget business which has higher profit margin
8.Effect of the merger or consolidation on net worth per share and earnings per share:N/A
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 AI is NT$45,000 thousand. Gadget Inc. shall issue 4,500,000 common shares with NT$ 10 par-value to Gadget Inc.'s sole shareholder AI.
(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, the net worth per share and based on the justification opinion for the exchange ratio of the spin-off value.
10.Scheduled timetable for consummation:
The record date of the spin-off is scheduled on September 14th, 2018.
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 Acer assets, liabilities and all rights and obligations effective on the spin-off date shall be generally assumed by Gadget Inc. pursuant to the law.
(2)Unless the liabilities arising from the transferred business may be separated from Acer's liabilities existing before the spin-off, Gadget Inc. 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 AI for AI'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 Gadget Inc.: NT$45,000 thousand
(2)The assets estimated to be assigned to Gadget Inc.:NT$75,658 thousand
(3)The liabilities estimated to be assigned to Gadget Inc.:NT$30,658 thousand
(4)The total number and the types and volumes of the shares to be acquired by the spin-off company: 4,500,000 common shares
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