29 Oct 2010 08:42

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