Last checked at 6 May 2020 10:39
No.1
Subject: Announcement: To spin-off the Company's Air Monitor Solutions business into an existing subsidiary
Date of events:2020/05/06
Contents:
1.Type of merger/acquisition (e.g. merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Spin-off
2.Date of occurrence of the event:2020/05/06
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):
Spin-off company: Acer Inc. ("Acer")
The company (the subsidiary of Acer Inc.) in the spin-off: Acer Gerontechnology Inc. (tentative name, hereinafter "AGI")
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 company (the subsidiary of Acer Inc.) in the spin-off: AGI
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:
Relationship between the counterparty and the Company: The company is 100% owned by Acer.
The transaction is for group investment structure adjustment. After the spin-off, AGI still be fully owned by Acer, so there is no impact on Acer's shareholders' equity.
6. Purpose/objective of the merger/acquisition:
To promote and encourage internal corporate venture and expand the air monitor solution business
7. Anticipated benefits of the merger/acquisition:
Through professional specialization to expand the innovative air monitor solution business
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 value of Acer PAP RO Taiwan Air Monitor Solutions business is NT$50,000,000. AGI will issue 5,000,000 common shares with NT$ 10 par-value to Acer.
(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 the opinion from independent expert on the justification of the exchange ratio.
10.Do the CPA, lawyer or underwriter issue an unreasonable opinion?: Yes
11.Name of the CPA firm, law firm or underwriter's company:
Chung Sun Certified Public Accountants
12.Name of the CPA or lawyer: Ming-Sheng Wang
13.The practice certificate number of the CPA or lawyer:
Taipei Certified Public Accountant Association member No.3235
Taiwan Provincial CPA Association member No.3709
14.Scheduled timetable for consummation:
The record date of the spin-off is scheduled on July 7th, 2020.
15.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 record date of spin-off, AGI shall be received and sustained all assets, liabilities, rights and obligations transferred from Acer which is still effective or existing.
(2)Unless the liabilities arising from the transferred business may be separated from Acer's liabilities existing before the spin-off, AGI 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 Acer for Acer'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.
16.Basic information of companies participating in the merger:
Company Name: AGI
Maun Business: Hardware and Equipment Trading
17.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 AGI: NT$50,000 thousand
(2)The assets estimated to be assigned to AGI: NT$76,163 thousand
(3)The liabilities estimated to be assigned to AGI: NT$26,163 thousand
(4)The total number and the types and volumes of the shares to be acquired by the spin-off company: 5,000,000 common shares
18.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: None
19.Other important stipulations: None
20.Do the directors have any objection to the present transaction?: No
21.Is it related to new business model?: No
22.Explanation of new business model: N/A
23.Transactions with the counterparty for the past one year and the next year:
No material transaction
24.Source of funds:
AGI will issue newly common stocks to Acer for exchanging the value of the spin-off business
25.Any other matters that need to be specified: None
No.2
Subject: Acer Board of Directors approved 2020 Q1 consolidated results
Date of events: 2020/05/06
Contents:
1.Date of occurrence of the event: 2020/05/06
2.Company name: Acer Inc.
3.Relationship to the Company (please enter "head office" or "subsidiaries"): Head office
4.Reciprocal shareholding ratios: N.A.
5.Cause of occurrence: None
6.Countermeasures: None
7.Any other matters that need to be specified:
Acer Board of Directors approved 2020 Q1 consolidated results reviewed by KPMG Accountants.
Unit: NT$ Million
Consolidated Revenues 48,855
Gross Profit 4,951
Operating Income 19
Profit After Tax 558
EPS (in New Taiwan dollars) 0.18
No.3
Subject: To Release AEB Shares to Acer Shareholders for the Process of AEB IPO Plan
Date of events: 2020/05/06
Contents:
1.Date of occurrence of the event: 2020/05/06
2.Company name: Acer Inc.
3.Relationship to the Company (please enter "head office" or "subsidiaries"):head office
4.Reciprocal shareholding ratios: N.A.
5.Cause of occurrence:
For the process of having the shares of Acer E-enabling Service Business Inc. ("AEB") to be listed and traded on Taipei Exchange, the Company will release 4,500,000 shares of AEB owned by Acer Beingware Holding Inc. in accordance with the board resolution.
7.Any other matters that need to be specified:
(1)To comply with IPO relevant regulations, to protect the rights and interest of the shareholder of the Company, and to balance the cost and expense of related process, according to the board resolution made on May 6, 2020, the Company will sell 4,500,000 AEB's common shares to the shareholder with the amount of NT$43 per share.
Provided that the shareholders of the Company waive the rights of subscription, or the aggregate amount of release is less than 4,500,000, the Chairman is authorized to seek and negotiate with designated individuals to sell the common shares of AEB at the same price aforementioned.
(2)The shareholders who are recorded in the Company's shareholders register on the book closure date (April 14, 2020) will be qualified to purchase AEB's common shares with calculating the percentage of whose holding of the Company's common shares, and each share of the Company will be granted to purchase 0.001463 AEB's common share (will be rounded down to the nearest whole number without any discretion).
(3)Shareholders may apply to the Company's stock affairs office for combination of their shares before the end of the payment date for the transaction. Shareholders not applying for combination within the period or whose combined shares are less than one AEB's common shares will be deemed to waive whose rights of purchase.
(4)Shareholders who own the Company's share after the book closure date (April 14, 2020), before the end of the payment date for the purchase, will be granted to apply for the purchase by submitting whose certificate of stock ownership to the Company's stock affairs office. The Company will deem the applicant as the designated individuals and accept whose application of purchase in accordance with the conditions herein.
(5)In accordance with conditions herein, any shareholders who have rights to purchase more than 1,000 AEB's common shares, will be provided with the notice of the payment by an ordinary mail.
(6)As to the shareholder whose rights of purchase are less than 1,000 AEB's common shares, the Company will not provide any notice individually besides this announcement, such shareholders shall contact the Company's stock affairs office directly.
(7)Planned agenda for the transaction is as follows:
a. The payment term is from June 24, 2020 to July 10, 2020.
b. The end date of the application for the combination of the shares is on July 10, 2020.
c. The end date of the application for the shareholders who own the Company's share after the book closure date (April 14, 2020) is on July 10, 2020.
(8)Since the AEB's common shares will be transferred to the shareholders from the Company, any shareholder who made the payment has not yet accomplished the share transfer procedure. AEB will send and provide the notice of share transfer after the payment term, the shareholders who received such notice shall submit the documents specified in the notice to the shareholder services agent for the procedure of share transfer.