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LCD spinoff

20 Feb 2012 09:21

RNS Number : 7075X
Samsung Electronics Co. Ld
20 February 2012
 



 

LCD Business Spin-Off

 

On February 20, 2012, the BOD of Samsung Electronics approved the spin-off of the LCD business.

Details

1. Overview

Currently, the display market is undergoing rapid changes with OLED panels expected to

fast replace LCD panels to become the mainstream. Amid this structural change of the

Display industry, adopting measures for change and innovation, including business

restructuring, are essential to improve our competiveness for our Display business.

In this regards, first, the LCD business will be spun off from Samsung Electronics and

become a new corporation (wholly-owned subsidiary of Samsung Electronics). Then,

going forward, the new corporation will consider adopting various restructuring measures

including a merger with Samsung Mobile Display and S-LCD Corporation.

The new corporation :

- Number of shares to be issued: 150 million shares

- Shareholders' equity: KRW750 billion (par value: KRW5,000)

- Net asset: KRW13.6 trillion

2. Decision making

- Decided by attendance of three Executive Directors and four Independent Directors

3. Expected benefits of the spin-off

Independent operation as a company specializing in display panels going forward, will

enable our LCD business to: 1) achieve continuous growth by strengthening its

competitiveness based on the select and focus strategy and taking an advantageous position

in the future display market ahead of competitors:

2) reinforce its technological competitiveness;

3) enhance speed in investment/strategic decision-making process; and

4) establish autonomous and responsible management.

 

4. Major upcoming schedules

- General Meeting of Shareholders for approval: March 16, 2012

- Effective Date of the spin-off: April 1, 2012

- The inaugural General Meeting of Shareholders of the new corporation: April 2, 2012

5. Others

- Dissenting shareholders' appraisal right: Not applicable as the spin-off constitutes a

real division as stipulated from Article 530-2 to 530-12 of the Commercial Act.

- Succession of employment contracts and relevant legal relations: In principal, the new

corporation will succeed all employment contracts and relevant legal relations (severance

pay, loans, etc.) pertaining to all the current employees of LCD business.

- Since Samsung Electronics and the new corporation will be jointly held liable for debts

held itself before-the spin-off, there is no separate period set for creditors to submit their

objection to the spin-off.

※This spin-off plan is subject to change in accordance with the results of consultations

 with related agencies, the relevant law and regulations, and the approval process at the

 General Meeting of Shareholders.

※Appendix: Pre/post spin-off financial position

 

[Appendix ] Pre/Post Spin-Off Financial Position

(September 30, 2011, K-IFRS, parent basis)

 

(Unit : KRW million)

 

 

Pre-split

Post-split

Surviving entity

New entity

Assets

 

 

 

 Current assets

37,900,277

33,529,244

4,371,033

Cash and cash equivalents

1,888,640

1,387,876

500,764

Short-term financial instruments

8,569,268

8,566,456

2,812

Short-term available-for-sale financial

assets

656,679

656,679

Trade receivables

17,009,812

14,610,594

2,399,218

Other account receivables

1,328,986

928,719

400,267

Advances

957,957

892,604

65,353

Prepaid expenses

1,347,672

1,258,691

88,981

Inventories

5,201,762

4,360,454

841,308

Other current assets

939,501

867,171

72,330

 Non-current assets

74,872,031

75,944,032

12,502,162

Available-for-sale financial assets

2,114,275

1,689,452

424,823

Associates and joint ventures

25,234,378

36,731,043

2,077,498

Property, plant, and equipment

40,922,726

31,735,055

9,187,671

Intangible assets

2,535,360

2,343,983

191,377

Deposits

328,379

302,916

25,463

Long-term prepaid expenses

3,109,361

2,855,217

254,144

Other non-current assets

627,552

286,366

341,186

 Total assets

112,772,308

109,473,276

16,873,195

Liabilities

 

 

 Current liabilities

25,073,589

22,123,427

2,950,162

Trade payable

8,366,444

7,191,225

1,175,219

Short-term borrowings

4,094,407

3,614,694

479,713

Other account payable

5,294,614

4,840,929

453,685

Advance received

651,928

205,136

446,792

Withholdings

465,773

463,057

2,716

Accrued expenses

2,716,645

2,537,334

179,311

Income tax payable

242,935

242,935

Current portion of long-term

borrowings and debentures

5,656

5,656

Provisions

2,986,411

2,900,495

85,916

Other current liabilities

248,776

121,966

126,810

 Non-current liabilities

1,987,199

1,638,329

348,870

Debentures

84,844

84,844

Long-term other payables

793,861

653,800

140,061

Retirement benefit obligation

373,429

335,084

38,345

Deferred income tax liabilities

134,653

134,653

Provisions

448,265

410,322

37,943

Other non-current liabilities

152,147

19,626

132,521

 Total liabilities

27,060,788

23,761,756

3,299,032

Equity

 

 

 Equity attributable to owners of the

 parent

897,514

897,514

750,000

Preferred stock

119,467

119,467

Common stock

778,047

778,047

750,000

 Share premium

4,403,893

4,403,893

12,824,163

 Retained earnings

85,626,554

85,626,554

 Other component of equity

(5,216,441)

(5,216,441)

 Total equity

85,711,520

85,711,520

13,574,163

Total liabilities and equity

112,772,308

109,473,276

16,873,195

Note 1) The above figures can be revised to those as of the spin-off date.

2) The above figures are based on separate financial statements. The domestic law does not

specify which type of financial statements shall be adopted for public disclosure.

Since consolidated financial statements also includes the year's financial positions of other

companies, we thought separate financial statements would be more appropriate in figuring

out actual changes in the substances of the concerned companies' financial position.

3) In general, cash includes not only cash & cash equivalent assets but also short-term

 financial assets and short-term available-for-sale financial assets. The amount of cash

 to be succeeded by the new coporation is about KRW500 billion, which is 3% of the total

 assets to be succeeded by the new entity (approximately KRW17 trillion).

 The proportion is very low considering that the cash-to-total asset proportion is 10%

 for the pre-spin company and the post-spin surviving corporation.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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