Last checked at 28 May 2021 11:51
NO.1
Subject: Change of Date for 2021 Shareholders' Meeting to Accommodate COVID-19 Pandemic-Prevention Needs
Date of events: 2021/05/28
Contents:
1. Date of the board of directors' resolution: 2021/05/28
2. Shareholders meeting date: 2021/07/09
3. Shareholders meeting time: 9:00 a.m.
4. Shareholders meeting location:
Aspire Resort (No. 428, Kewang Rd., Longtan District, Taoyuan City)
5. Cause for convening the meeting, please refer to material information published on: March, 17th, 2021
6. Any other matters that need to be specified:
(1) Acer may distribute 2020 cash dividends pursuant to Article 21 of Articles of Incorporation and relate regulations, and will comply with the schedule passed by the board resolution without the influence of postponement of Annual General Meeting. (The ex-dividend record date is July 6th, 2021. The distribution date is August 5th, 2021.)
(2) The schedule adjustment for souvenir distribution:
(A) The souvenirs distribution which was planned to be available on the meeting date of June 11th, 2021 at Acer's Xizhi Headquarters (No. 88, Sec. 1, Xintai 5th Rd., Xizhi District, New Taipei City), or Acer shareholders' services office (No. 369, Fushing North Rd., Taipei City) will be postponed until pandemic slowdown. The actual distribution date will be announced separately.
(B) The period of souvenirs distribution for the shareholders who may exercise their voting power by way of electronic transmission will be postponed until pandemic slowdown. The actual distribution date will be announced separately.
(3)Acer supports the authority's promotion of e-voting to exercise shareholders' rights, and will livestream the whole meeting to allow stockholders who choose to e-vote to view the meeting as it happens.
NO.2
Subject: On behalf of ACH to publicly disclose its demerger of after-sales services business to ENNL
Date of events:2021/05/28
Contents:
1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer): Spin-off
2.Date of occurrence of the event: 2021/05/28
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):
The company to be demerged: Acer Computer B.V. ("ACH")
The company to acquire the demerged business: Enfinitec B.V. ("ENNL")
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 to acquire the demerged business: ENNL
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:
Relationship between the counterparty and the Company: ACH and ENNL are both affiliates of Acer Inc. The purpose of this transaction is for the adjustments of group organization and investment structure. There's no impact on Acer's shareholders' equity.
7.Purpose/objective of the merger and acquisition:
To optimize EMEA affiliates' relevant business.
8.Anticipated benefits of the merger and acquisition:
To optimize EMEA affiliates' relevant business.
9.Effect of the merger and acquisition on net worth per share and earnings per share: There is no impact.
10.Merger closing procedure, including payment time and method for consideration:
From the effective date, ACH may transfer its demerged business to ENNL, and ENNL may issue one ordinary share to Acer Europe B. V. ("AHN"), the sole shareholder of both ACH and ENNL.
11.Type of merger consideration and source of funds:
From the effective date, ACH may transfer its demerged business to ENNL, and ENNL may issue one ordinary share to AHN, the sole shareholder of both ACH and ENNL.
12.Share exchange ratio and basis of its calculation: Not applicable
13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: No
14.Name of the CPA, law or securities firm: Not applicable
15.Name of the CPA or lawyer: Not applicable
16.Practice certificate number of the CPA: Not applicable
17.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.): Not applicable
18.Scheduled timetable for consummation: It is planned to be executed on 1 June, 2021.
19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
From the effective date, ACH may transfer the asset and liabilities of its after-sales services business to ENNL accordance with applicable laws, and ENNL may generally assume it.
20.Basic information of companies participating in the merger: Not applicable
21.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 assets estimated to be assigned to ENNL: 114,148 EUR
(2) The liabilities estimated to be assigned to ENNL: 82,485 EUR
(3) The ACH's distributable reserves estimated to be decreased: 31,663 EUR.
22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition: Not applicable
23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity):
All after-sales services business shall be divided and merged into and operated by ENNL. ENNL shall be concentrated on after-sales services business and related business.
24.Other important stipulations: None
25.Other important matters concerning the merger and acquisition: None
26.Whether the directors have any objection to the present transaction: No
27.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
28.Whether the transaction involved in change of business model: No
29.Details on change of business model:Not applicable
30.Details on transactions with the counterparty for the past year and theexpected coming year: None
31.Source of funds: Not applicable
32.Any other matters that need to be specified: None
NO.3
Subject: ACER to attend the investor conference held by KGI Securities
Date of events: 2021/06/01
Contents:
1.Date of institutional investor conference: 2021/06/01
2.Time of institutional investor conference: 14:30
3.Location of institutional investor conference: Online virtual conference
4.Outline of institutional investor conference:
The Company will attend the virtual conference held by KGI Securities to give investors the Company's operational result.
5.Any other matters that need to be specified: None
NO.4
Subject: ACER to attend the investor conference held by MasterLink Securities
Date of events: 2021/06/16
Contents:
1.Date of institutional investor conference: 2021/06/16
2.Time of institutional investor conference: 16:00
3.Location of institutional investor conference: Online virtual conference
4.Outline of institutional investor conference:
The Company will attend the virtual conference "Navigating the New Taiwan Landscape" co-hosted by TWSE and MasterLink Securities to give investors the Company's operational result.
5.Any other matters that need to be specified: None
NO.5
Subject: ACER to attend the investor conference held by UBS Securities
Date of events: 2021/06/21
Contents:
1.Date of institutional investor conference: 2021/06/21~2021/06/22
2.Time of institutional investor conference: 9:00
3.Location of institutional investor conference: Online virtual conference
4.Outline of institutional investor conference:
The Company will attend "UBS Taiwan virtual Conference" hosted by UBS Securities to give investors the Company's operational result.
5.Any other matters that need to be specified: None