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29 Oct 2010 08:42
BOD Approval of Merger with Samsung Gwangju Electronics
On October 29, 2010, the BOD of Samsung Electronics approved the merger with Samsung Gwangju Electronics Co., Ltd.
Details of the Merger
1. Method of merger
Samsung Electronics will absorb Samsung Gwangju Electronics
2. Objective of Merger
To increase management efficiency of the home appliances business and to maximize productivity.
3. Merger Ratio
Merger Ratio= 1 (Samsung Electronics) : 0.0252536 (Samsung Gwangju Electronics)
4. Date of Effect: January 1, 2011
5. Method of Payment
Samsung Electronics will distribute treasury shares (common shares) to Samsung Gwangju Electronics shareholders to pay for the merger.
※ See 'Distribution of Treasury Shares' below for details
6. Others
∙ Dissenting shareholders accounted for 988,431 shares (0.6% of total issued shares including preferred shares)
∙ Since the shares to be distributed account for less than 5% of the total issued 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 Gwangju Electronics (September 17, 2010)
Distribution of Treasury Shares
On October 29, 2010, the BOD of Samsung Electronics announced that the Company will distribute treasury shares to Samsung Gwangju Electronics shareholders to pay for the merger.
1. Shares to be distributed: 59,346 common shares will be distributed in the OTC market
2. Total Amount: KRW 44,924,922,000
3. Distribution Period: January 17 ~ 21, 2011
※ The above period is subject to change
4. Treasury shares before distribution:
- 17,701,657 common shares (12.02% of total issued common shares)
- 2,979,693 preferred shares (13.05% of total issued preferred shares)
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