Last checked at 23 Feb 2010 08:37
BOD Approval of Merger with Samsung Digital Imaging
On February 23, 2010, the BOD of Samsung Electronics approved the merger with Samsung Digital Imaging Co., Ltd.
Details of the Merger
1. Method of merger
Samsung Electronics will absorb Samsung Digital Imaging
2. Objective of Merger
To increase management efficiency of the digital camera business and to maximize synergy between businesses.
3. Merger Ratio
Merger Ratio = 1 (Samsung Electronics) : 0.0577663 (Samsung Digital Imaging)
4. Date of Effect : April 1, 2010
5. Method of Payment
Samsung Electronics will distribute treasury shares (common shares) to Samsung Digital Imaging shareholders to pay for the merger.
※ See 'Distribution of Treasury Shares' below for details
6. Others
∙ Dissenting shareholders accounted for 4,949,686 shares (2.9% of total outstanding shares including preferred shares)
∙ Since the shares to be distributed account for less than 5% of the total outstanding
shares, the BOD approval will substitute an AGM as stipulated in Article 527, Paragraph 3 of the Commercial Law.
※ Related disclosure: Merger between Samsung Electronics and Samsung Digital
Imaging (December 15, 2009)
Distribution of Treasury Shares
On February 23, 2010, the BOD of Samsung Electronics announced that the Company will distribute treasury shares to Samsung Digital Imaging shareholders to pay for the merger.
1. Shares to be distributed: 1,027,817 common shares will be distributed in the OTC market
2. Total Amount: KRW 793,713,177,544 (Per share value of KRW 772,232)
3. Distribution Period: April 13 ~ 16, 2010
4. Treasury shares before distribution:
- 18,951,442 common shares (12.87% of total outstanding common shares)
- 2,979,693 preferred shares (13.05% of total outstanding preferred shares)
Treasury shares after distribution
- 17,923,625 common shares (12.17% of total outstanding common shares)
- Preferred shares: No Change
※ The above details are subject to change