Last checked at 4 Sep 2020 14:29
Subject: Share swap by using Hon Hai's APT stocks with FET's newly issued shares.
Date of events:2020/09/04
Contents:
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer): share transfer
2.Date of occurrence of the event:2020/09/04
3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred):
Asia Pacific Telecom Co., Ltd. ("APT")
4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer):
Far EasTone Telecommunications Co. Ltd. ("FET")
5.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity:None
6.Purpose of the merger and acquisition:
Execute the "Three Industries plus Three Applications" development strategy, and strengthen industry layout
7.Anticipated benefits of the merger and acquisition:
With the evolution of 5G technology, the connection and integration of networks, applications and services will become an important part for attracting consumers. The joint investment in APT by this transaction can conncect the advantages of the Company and FET in their respective fields and optimize product benefits
8.Effect of the merger and acquisition on net worth per share and earnings per share:
The operating performance of the company to which shares acquired by the company in this transaction is stable and outstanding. It is expected that both parties will have more opportunities and generate positive synergies in coming 5G era.
9.Share exchange ratio and calculation assumptions:
Share exchange ratio: Every 1 APT common share for 0.1551447 FET's newly issued common share.
Calculation basis: Exchange ratio is determined based on, including but not limited to, recent market prices and financial reports of APT and FET, and the Company's (and its subsidiaries') average book price of APT shares in company's most recent financial statements, and fairness opinion of independent adviser.
10.Name of accounting, law or securities firm:ATAX Accounting Firm
11.Name of CPA or lawyer:Danny Chen
12.Practice certificate number of the CPA:
Financial-Supervisory-Securities-Corporate-5720
13.Estimated date of completion:Scheduled to be on June 30, 2022.
14.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:
Unless approved by FET in advance, the Company shall not dispose of any APT
shares it owned as of the share swap record date by December 31, 2040.
15.Any other matters that need to be specified:None