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24 Mar 2016 12:45
Subject: To simplify investment structure in EMEA (supplement explanation).
Date of events:2016/03/24
Contents:
1.Type of merger/acquisition (e.g. merger, consolidation, spin-off, acquisition, or receiving assignment of shares):Merger
2.Date of occurrence of the event:2016/03/24
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):
Acer Europe SA ("AEG") indirectly wholly-owned subsidiary of Acer European Holdings Limited ("AEH"), are merged into AEH.
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):AEH, AEG
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:
AEH and AEG are all direct / indirect wholly-owned subsidiaries of the Company.
6.Purpose/objective of the merger/acquisition: Simplify investment structure
7.Anticipated benefits of the merger/acquisition: Decrease operating cost
8.Effect of the merger or consolidation on net worth per share and earnings per share: No effect; Merged by book value.
9.Share exchange ratio and basis of its calculation: Not applicable
10.Scheduled timetable for consummation:
To be discussed with the companies of the merger
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:
The surviving entity (AEH) assumes all the assets, rights, and liabilities of the extinguished entities as of the acquisition date.
12.Basic information of companies participating in the merger:
Main business activities of AEH: investing business
Main business activities of AEG: Brand Information & Product Marketing
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):Not applicable
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: Not applicable
15.Other important stipulations: N/A
16.Do the directors have any objection to the present transaction?:
Acer Europe B. V. ("AHN"), the original party of the merger, will be closed by liquidation. Refer to the announcement No. 1 on Augusta 06, 2015 and November 13, 2015.
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