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Pin to quick picksAcer Gdr Reg S Regulatory News (ACID)

Share Price Information for Acer Gdr Reg S (ACID)

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To announce the Company's information

11 Apr 2023 07:00

RNS Number : 7146V
Acer Incorporated
10 April 2023
 

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.'

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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MSCFIFLASIIILIV
Date   Source Headline
20th Dec 20167:39 amRNSTo Explain the News Report
15th Dec 201610:08 amRNS(Amended) Directly or indirectly invest into AEG
12th Dec 20169:19 amRNSDisclosure on behalf of Acer Subsidiary, AAH
9th Dec 20167:00 amRNSUn-Audited Monthly Sales Ended Nov 30, 2016
30th Nov 20169:12 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
24th Nov 20169:10 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
21st Nov 20163:47 pmRNSSecond Price Monitoring Extn
21st Nov 20163:41 pmRNSPrice Monitoring Extension
10th Nov 201612:55 pmRNSDirectly or indirectly invest IMAX VR Content Fund
10th Nov 20169:55 amRNSConsolidated Financial Statements of 2016 Q3
10th Nov 20169:34 amRNSDisclosure on behalf of Acer Pan Asia Subsidiary
10th Nov 20169:29 amRNSPlan to Establish and Invest in Funds
10th Nov 20169:19 amRNSTo release the non-competition restrictions
10th Nov 20169:18 amRNSChief Internal Auditor Personnel Appointment
10th Nov 20169:12 amRNSCapital Injection into ASCBVI and ACTI
10th Nov 20169:07 amRNSDirectly or indirectly invest into Acer Europe S.A
10th Nov 20168:57 amRNSAcer to Reveal the Results of Q3 2016
10th Nov 20168:51 amRNSUn-Audited Monthly Sales Ended Oct 31, 2016
1st Nov 20169:13 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
26th Oct 201610:30 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
24th Oct 201610:09 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
13th Oct 201610:32 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
11th Oct 201610:05 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
11th Oct 20167:12 amRNSUn-Audited Monthly Sales Ended Sep 30, 2016
26th Sep 201610:10 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
15th Sep 20167:00 amRNSTo explain the news report
12th Sep 201611:23 amRNSAcer Completed Capital Amendment Registration
9th Sep 20168:52 amRNSUn-Audited Monthly Sales Ended Aug 31, 2016
31st Aug 20161:00 pmRNSDisclosure on behalf of Acer Subsidiary, ACCN
25th Aug 201610:06 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
11th Aug 20169:50 amRNSConsolidated Financial Statements of 2016 Q2
11th Aug 20169:46 amRNSDirectly or indirectly invest to ACCN
11th Aug 20169:44 amRNSCapital Reduction through Cancellation RSA
11th Aug 20169:43 amRNSAcer to Reveal the Results of Q2 '16
10th Aug 20169:14 amRNSUn-Audited Monthly Sales Ended July 31, 2016
4th Aug 201611:25 amPRNCorrection : Date of Board Meeting
4th Aug 201611:16 amPRNDate of Board Meeting
29th Jul 201610:10 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
28th Jul 20169:53 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
25th Jul 201610:02 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
20th Jul 201611:06 amRNSTo Announce the ex-right record date of AEH
20th Jul 201611:02 amRNSTo Announce the issuance of new shares of AEH
12th Jul 20167:00 amRNSThe Minutes of 2016 GSM and Annual Report of 2015
11th Jul 20168:12 amRNSUn-Audited Monthly Sales Ended June 30, 2016
5th Jul 201610:00 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
4th Jul 201610:37 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
1st Jul 20168:45 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
29th Jun 201611:09 amRNSAnnouncing the Info of Cash Distribution
27th Jun 20169:54 amRNSDisclosure on behalf of Acer Subsidiary, ACCN
27th Jun 20167:00 amRNSTo Announce the Ex-dividend Record Date

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