Last checked at 11 Apr 2023 07:00
Subject: On behalf of CCI to publicly disclose the merge with ASCBVI (Supplementary Announcement of Nov. 11th, 2022)
Date of events:2023/04/10
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): Merger
2.Date of occurrence of the event: 2023/04/10
3.Names of companies participating in the merger and acquisition (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 SoftCapital Incorporated (A Taiwan company, Original company name: Cross Century Investment Limited, "CCI")
Acer SoftCapital Incorporated (A BVI company, "ASCBVI")
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 surviving company: CCI
The dissolved company: ASCBVI
5.Whether the counterparty of the current transaction is a related party: Yes
6.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:
CCI and ASCBVI are both subsidiaries of Acer Inc. This merger is to optimize group organization and investment structure. After this merger, CCI is still 100% owned by Acer Inc., so there's no impact on Acer's shareholders' equity.
7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition:
To optimize group organization and investment structure.
8.Anticipated benefits of the merger and acquisition:
Saving management resource
9.Effect of the merger and acquisition on net worth per share and earnings per share:
There's no impact on net worth per share and earnings per share of Acer Inc.
10.Type of merger consideration and source of funds:
CCI will issue new common shares to ASCBVI's sole shareholder, Acer Inc.
11.Share exchange ratio and basis of its calculation:
The exchange ratio is that each share of ASCBVI to 0.00532278 common shares of CCI.
The basis of the calculation: net worth of ASCBVI and CCI.
12.Whether the CPA, lawyer or securities underwriter issued an unreasonable
opinion regarding the transaction: No
13.Name of the CPA, law or securities firm: HUEI-TAI CAP FIRM
14.Name of the CPA or lawyer: LIN,JIA-HUEI
15.Practice certificate number of the CPA: Taiwan Province CPA No. 4742.
16.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.):
In accordance with the rule of the Accounting Research and Development Foundation (96) No. 113, the calculation is based on the net book value.
17.Scheduled timetable for consummation:
Merger base date is April 10th, 2023. The related matters are planned to be done before Jun. 26th, 2023.
18.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
CCI will generally assume all rights and obligations of ASCBVI.
19.Basic information of companies participating in the merger:
Company Name: ASCBVI
Main Business: Investment
20.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
21.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition: None
22.Post-merger and acquisition plan:
(1) Willingness to continue operating the business of the company, and the contents of plans to that effect.
(2) Dissolution; delisting from an exchange (or OTC market); material changes in organization, capital, business plan, financial operations and production; accommodation or utilization of staff and assets critical to the Company; or any other matter of material significance that would affect the company's shareholder equity:
CCI will do the original operation activities of ASCBVI and CCI continually.
23.Other important stipulations: None
24.Other important matters concerning the merger and acquisition: None
25.Whether the directors have any objection to the present transaction: No
26.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal): None
27.Whether the transaction involved in change of business model: No
28.Details on change of business model: Not applicable
29.Details on transactions with the counterparty for the past year and the expected coming year: None
30.Source of funds: Not applicable
31.Any other matters that need to be specified:
Supplementary Announcement of Nov. 11th, 2022 on 'The Company's board passed a resolution to adjust and optimize the investment structure by share exchange or other appropriate methods.'